FR EA
1006-00008 · Crestline Packaging Solutions LLC · Closing
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OFFICER'S CERTIFICATE OF SELLER

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

Delivered Pursuant to Section 7.2(c) of the Asset Purchase Agreement

The undersigned, Gretchen Unger, hereby certifies as follows:

I, Gretchen Unger, am the duly appointed Chief Operating Officer of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Seller"). I deliver this Officer's Certificate (this "Certificate") pursuant to and in accordance with Section 7.2(c) of that certain Asset Purchase Agreement, dated as of June 16, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Buyer"), and the Seller. This Certificate is delivered as a condition to the obligation of Buyer to consummate the Closing (as defined in the Agreement) of the transactions contemplated by the Agreement. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

Section 1 — Authority and Capacity

I, Gretchen Unger, hereby certify that I am the duly appointed, qualified, and acting Chief Operating Officer of Lakewood Regional Health Partners, LLC and that I am fully authorized to execute and deliver this Certificate on behalf of the Seller pursuant to resolutions duly adopted by the members of the Seller and in accordance with the Seller's limited liability company agreement, as amended through the date hereof. I am delivering this Certificate solely in my capacity as an officer of the Seller and not in my individual or personal capacity, and nothing contained herein shall be deemed to create or give rise to any personal liability on my part.

In connection with the preparation and delivery of this Certificate, I have reviewed the Agreement, including all schedules, exhibits, and annexes thereto, and have made or caused to be made such inquiries, investigations, and examinations of the books, records, contracts, documents, and affairs of the Seller as I have deemed necessary or appropriate in order to deliver the certifications set forth herein. In making such inquiries and investigations, I have consulted with the officers, directors, managers, employees, accountants, and legal counsel of the Seller, as applicable, and have relied upon information provided by such persons to the extent I have deemed such reliance reasonable and appropriate under the circumstances.

Section 2 — Truth and Correctness of Representations and Warranties

I hereby certify, on behalf of the Seller, that each of the representations and warranties of the Seller contained in Article IV of the Agreement and in any certificate or other document delivered by or on behalf of the Seller pursuant to or in connection with the Agreement:

(a) to the extent such representation or warranty is qualified or limited by reference to "materiality," "Material Adverse Effect," or words of similar import, is true and correct in all respects as of the date of this Certificate (the "Closing Date"), with the same force and effect as though such representation or warranty had been made on and as of the Closing Date, except in each case for any such representation or warranty that by its terms expressly speaks as of a specified date or period of time, in which case such representation or warranty shall be true and correct in all respects as of such specified date or period of time; and

(b) to the extent such representation or warranty is not qualified or limited by reference to "materiality," "Material Adverse Effect," or words of similar import, is true and correct in all material respects as of the Closing Date, with the same force and effect as though such representation or warranty had been made on and as of the Closing Date, except in each case for any such representation or warranty that by its terms expressly speaks as of a specified date or period of time, in which case such representation or warranty shall be true and correct in all material respects as of such specified date or period of time.

Without limiting the generality of the foregoing, the Seller's representations and warranties set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; Binding Effect), 4.3 (No Conflicts), 4.4 (Title to Purchased Assets), 4.5 (Taxes), 4.6 (Litigation), 4.7 (Compliance with Laws), 4.8 (Material Contracts), 4.9 (Intellectual Property), 4.10 (Employee Matters), 4.11 (Environmental Matters), 4.12 (Insurance), 4.13 (Financial Statements), 4.14 (Absence of Certain Changes), 4.15 (Brokers), and 4.16 (No Other Representations or Warranties) of the Agreement are, in each case, true and correct as set forth in clauses (a) and (b) above, as applicable, as of the Closing Date or, where applicable, as of the date specified therein.

Section 3 — Performance of Covenants

I hereby certify, on behalf of the Seller, that the Seller has duly performed and complied in all material respects with all covenants, obligations, agreements, and conditions required by the Agreement to be performed, satisfied, or complied with by the Seller at or prior to the Closing Date. Without limiting the generality of the foregoing, the Seller has performed and complied in all material respects with its obligations under Article VI of the Agreement (Covenants and Agreements), including, but not limited to, its obligations with respect to the conduct of business pending the Closing, the provision of access to information and records, the delivery of all required consents and approvals, and the cooperation with Buyer in connection with regulatory filings and other matters contemplated by the Agreement.

The Seller has delivered, or caused to be delivered, to the Buyer at or prior to the Closing all agreements, instruments, certificates, documents, and other deliverables required to be delivered by the Seller at or prior to the Closing pursuant to Section 7.2 of the Agreement, including without limitation this Certificate, the Bill of Sale, the Assignment and Assumption Agreement, the intellectual Property Assignment Agreement, and all other ancillary agreements and documents contemplated thereby.

Section 4 — Absence of Material Adverse Effect

I hereby certify, on behalf of the Seller, that since June 16, 2025 (being the date of the Agreement), no event, change, occurrence, development, circumstance, condition, effect, or state of facts has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on (i) the Seller, (ii) the Purchased Assets, (iii) the Assumed Liabilities, or (iv) the ability of the Seller to consummate the transactions contemplated by the Agreement in accordance with the terms thereof and to perform its obligations under the Agreement and the ancillary agreements and documents delivered in connection therewith.

Since June 16, 2025, the Seller has conducted its business and operations in the ordinary course of business consistent with past practice in all material respects, except as otherwise expressly contemplated or permitted by the Agreement. There has been no material damage, destruction, or loss (whether or not covered by insurance) with respect to any of the Purchased Assets, and the Seller has maintained the Purchased Assets in a manner consistent with the requirements of the Agreement.

Section 5 — Reliance

The Seller acknowledges and agrees that Buyer is relying on this Certificate, and the certifications, representations, and statements made herein, as a condition to the Closing under Sections 7.2(c) and 7.2(d) of the Agreement. This Certificate is being delivered for the benefit of the Buyer and its successors, assigns, and permitted transferees and may be relied upon by each of them. Without limiting the foregoing, the Seller acknowledges and agrees that this Certificate may also be relied upon by the Buyer's lenders, financing sources, and their respective agents, including Ironclad National Bank, in its capacity as Administrative Agent under that certain Credit Agreement, dated on or about the date hereof, by and among the Buyer, Ironclad National Bank, as Administrative Agent, and the lenders party thereto from time to time, in connection with the financing of the transactions contemplated by the Agreement. The delivery of this Certificate to Buyer's lenders and financing sources shall not be deemed to create any duty, obligation, or liability on the part of the Seller to any such lender or financing source except to the extent expressly set forth in the Agreement.

Section 6 — Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (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. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 10.8 of the Agreement, which provisions are hereby incorporated by reference and shall apply to this Certificate as if fully set forth herein.

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF SELLER]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date set forth below, on behalf of the Seller and not in her individual capacity.

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC a New York limited liability company

By: ________

Name: Gretchen Unger

Title: Chief Operating Officer

Date: August 15, 2025

Address of Seller for Notices:

Lakewood Regional Health Partners, LLC 450 East Ridge Road Rochester, New York 14621

Attention: Gretchen Unger, Chief Operating Officer