SECRETARY'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
August 15, 2025
I, Jonathan R. Caldwell, hereby certify that I am the duly elected, qualified, and acting Secretary of Crestline Packaging Solutions LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the "Company" or the "Buyer"). I am delivering this Secretary's Certificate (this "Certificate") in my capacity as Secretary of the Company and pursuant to Section 7.2(d) of that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "APA"), by and among (i) Crestline Packaging Solutions LLC, as Buyer, (ii) CPS Holdings, Inc., a Delaware corporation and the sole member of the Company ("Parent"), (iii) Dr. Raymond Alcott, an individual residing in the State of New York, (iv) Dr. Nadia Petrosian, an individual residing in the Commonwealth of Pennsylvania, and (v) Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Seller" or "Lakewood"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA.
This Certificate is being delivered as of August 15, 2025, which is the Closing Date as defined in and determined pursuant to Section 2.3 of the APA.
I am duly authorized to execute and deliver this Certificate on behalf of the Company, and I have personal knowledge of the matters set forth herein, have made due inquiry with respect thereto, and do hereby certify to the parties entitled to rely hereon as follows:
Section 1 — Resolutions
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Written Consent of the Managers of Crestline Packaging Solutions LLC, adopted and effective as of June 12, 2025, in lieu of a special meeting of the Managers of the Company (the "Manager Consent"), which Manager Consent has not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the date hereof. The Manager Consent was duly adopted by all of the Managers of the Company in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company, dated September 17, 2021, as amended (the "LLC Agreement"), and the applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq., the "DLLCA"), and authorizes, among other things:
(a) the acquisition by the Company of substantially all of the assets of Lakewood Regional Health Partners, LLC, a New York limited liability company, for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary purchase price adjustments as set forth in the APA (the "Acquisition");
(b) the execution, delivery, and performance by the Company of the APA and all schedules, exhibits, annexes, and disclosure letters attached thereto or delivered in connection therewith;
(c) the execution, delivery, and performance by the Company of all ancillary agreements and instruments contemplated by the APA, including without limitation:
(i) the Escrow Agreement by and among the Company, the Seller, and Apex Title & Escrow Services, LLC, as escrow agent (the "Escrow Agent"), providing for the deposit of the Escrow Amount into the Indemnity Escrow Account and the Purchase Price Adjustment Escrow Account;
(ii) the Consulting Agreement by and between the Company and Dr. Raymond Alcott (the "Alcott Consulting Agreement");
(iii) the Consulting Agreement by and between the Company and Dr. Nadia Petrosian (the "Petrosian Consulting Agreement");
(iv) the Transition Services Agreement by and between the Company and the Seller (the "TSA");
(v) the Non-Competition and Non-Solicitation Agreement by and between the Company and Dr. Raymond Alcott;
(vi) the Non-Competition and Non-Solicitation Agreement by and between the Company and Dr. Nadia Petrosian;
(vii) the Representations and Warranties Insurance Policy (Policy No. KMA-2025-07821) issued by Keystone Mutual Assurance Company (the "R&W Insurance Policy"); and
(viii) all bills of sale, assignment and assumption agreements, intellectual property assignment agreements, and other instruments of conveyance and transfer contemplated by or required under the APA;
(d) the execution, delivery, and performance by the Company of all financing documents in connection with the Acquisition, including without limitation:
(i) the Incremental Term Loan Joinder Agreement in the principal amount of Eighty-Four Million Dollars ($84,000,000) (the "Incremental Term Loan") with Ironclad National Bank, as Administrative Agent (the "Administrative Agent"), and the lenders from time to time party thereto;
(ii) all related amendments, joinders, supplements, waivers, or modifications to the Credit Agreement dated September 17, 2021, by and among the Company, the Administrative Agent, and the lenders party thereto (as heretofore amended, the "Credit Agreement");
(iii) all security agreements, pledge agreements, guaranty agreements, mortgages, and other collateral documents executed or to be executed in connection with the Incremental Term Loan; and
(iv) all UCC financing statements, perfection certificates, and other filings required in connection with the foregoing;
(e) the authorization of Marcus Waverly, in his capacity as Chief Executive Officer of the Company, and Patricia Hsu, in her capacity as Chief Financial Officer of the Company, each acting individually and without the requirement of joint action, to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, consents, and other writings contemplated by or necessary or desirable to consummate the transactions described above, including, without limitation, the authority to agree to any immaterial changes, modifications, or amendments to the terms and conditions of such documents as any such authorized officer, in his or her sole discretion, may deem necessary, appropriate, or advisable;
(f) the authorization for the officers of the Company to take all actions, make all filings (including, without limitation, filings with the New York State Department of Health, the Pennsylvania Department of Health, the Centers for Medicare & Medicaid Services, the Drug Enforcement Administration, and any other federal, state, or local governmental authorities), and incur all fees and expenses necessary or advisable to consummate the Closing in accordance with the terms and conditions of the APA; and
(g) the ratification and confirmation of all prior actions taken by any officer, manager, agent, or representative of the Company in connection with the negotiation, preparation, execution, and performance of the APA and the transactions contemplated thereby.
I further certify that such resolutions, as set forth in the Manager Consent attached hereto as Exhibit A, remain in full force and effect as of the date hereof and have not been amended, supplemented, revoked, rescinded, or otherwise modified in any respect. No other resolutions or written consents have been adopted by the Managers or the Members of the Company that would conflict with, limit, restrict, or impair the authority granted by the attached resolutions or that would otherwise affect the ability of the Company to consummate the transactions contemplated by the APA.
I further certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of CPS Holdings, Inc., as the sole member of Crestline Packaging Solutions LLC, adopted and effective as of June 12, 2025 (the "Sole Member Consent"), approving and ratifying the Acquisition and all of the foregoing transactions and authorizing the Company to proceed with the acquisition of substantially all of the assets of Lakewood Regional Health Partners, LLC in accordance with the terms and conditions of the APA. The Sole Member Consent was duly adopted in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation of CPS Holdings, Inc., and the Bylaws of CPS Holdings, Inc., and has not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect and remains in full force and effect as of the date hereof.
Section 2 — Organizational Documents
I hereby certify that the Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Secretary of State of the State of Delaware on August 3, 2018, as amended by that certain Certificate of Amendment filed on September 17, 2021 (collectively, as amended to date, the "Certificate of Formation"), has not been further amended, restated, supplemented, or otherwise modified since the date on which a copy thereof was previously delivered to Whitfield, Ames & Greer LLP, as counsel to the Seller ("Seller's Counsel"), in connection with the due diligence review conducted pursuant to the APA. The copy of the Certificate of Formation previously delivered to Seller's Counsel remains true, correct, and complete in all respects as of the date hereof.
I further certify that the Second Amended and Restated Limited Liability Company Agreement of Crestline Packaging Solutions LLC, dated as of September 17, 2021, as amended by that certain First Amendment to the Second Amended and Restated Limited Liability Company Agreement dated March 8, 2023 (collectively, the "LLC Agreement"), remains in full force and effect as of the date hereof and has not been amended, modified, supplemented, restated, or otherwise changed in any manner that would restrict, impair, limit, or otherwise adversely affect the authority of the Company, its officers, or its Managers to enter into, execute, deliver, or perform the APA, the ancillary agreements, the financing documents, or any other instrument, document, or agreement contemplated by or required in connection with the transactions contemplated by the APA. True, correct, and complete copies of the Certificate of Formation and the LLC Agreement have been previously delivered to Seller's Counsel and are incorporated herein by reference.
Section 3 — Good Standing
I hereby certify that attached hereto as Exhibit C is a Certificate of Good Standing (also known as a Certificate of Status) of Crestline Packaging Solutions LLC issued by the Secretary of State of the State of Delaware, dated August 11, 2025, which date is not more than five (5) business days prior to the Closing Date of August 15, 2025. The Company's Delaware file number is 6847219, and the Company was originally formed under the laws of the State of Delaware on August 3, 2018.
As evidenced by the Certificate of Good Standing attached hereto as Exhibit C, the Company is validly existing and in good standing under the laws of the State of Delaware as of the date of such certificate. To my knowledge, no event has occurred since the date of such certificate that would cause the Company to cease to be in good standing under the laws of the State of Delaware.
I further certify that the Company is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the State of New York and the Commonwealth of Pennsylvania. Certificates of good standing or certificates of authorization from the New York Department of State and the Pennsylvania Department of State, each dated within five (5) business days of the Closing Date, will be delivered separately to Seller's Counsel in accordance with Section 7.2(d)(iii) of the APA to the extent required thereunder.
Section 4 — Incumbency
I hereby certify that attached hereto as Exhibit D is the Incumbency Certificate of the Company (the "Incumbency Certificate"), certifying the name, title, and true specimen signature of each officer and authorized signatory of the Company who is authorized to execute and deliver the APA and the documents, instruments, agreements, and certificates contemplated thereby or required in connection therewith.
As of the date hereof, the following persons hold the offices set forth opposite their respective names, have been duly elected or appointed to such offices in accordance with the LLC Agreement, and have held such offices continuously at all times since the date of adoption of the resolutions referenced in Section 1 above:
I further certify that each of the foregoing persons is duly authorized to execute and deliver, on behalf of the Company, each document that such person has executed or will execute in connection with the APA and the transactions contemplated thereby, including, without limitation, the APA, the ancillary agreements, the financing documents, and all other instruments, documents, certificates, notices, and writings required or contemplated in connection with the Acquisition. The specimen signatures set forth above and in the Incumbency Certificate attached as Exhibit D are the true, genuine, and authentic signatures of such persons.
Section 5 — Additional Certifications
In addition to the foregoing, I hereby certify as follows:
(a) No Dissolution or Winding Up. No proceeding for the dissolution, liquidation, winding up, or termination of the Company has been instituted, commenced, or filed, whether voluntarily or involuntarily, and no such proceeding is contemplated or, to my knowledge, threatened. The Company has not adopted any plan of dissolution, liquidation, or winding up, and no vote or consent of the Managers or Members of the Company with respect to any such action has been solicited, proposed, or adopted.
(b) No Bankruptcy or Insolvency Proceedings. No petition in bankruptcy, receivership, insolvency, reorganization, arrangement, composition, readjustment, or similar proceeding has been filed by or, to my knowledge, against the Company under any federal, state, or foreign bankruptcy, insolvency, or similar law. No receiver, trustee, custodian, conservator, liquidator, or similar official has been appointed for the Company or for any substantial portion of its assets or properties. The Company has not made a general assignment for the benefit of creditors, nor has the Company admitted in writing its inability to pay its debts as they become due.
(c) Conditions Precedent. To the knowledge of the undersigned, after due inquiry, all conditions precedent to the obligations of the Company under the APA that are required to be satisfied on or before the Closing Date have been duly satisfied or, to the extent permitted by the APA, validly waived by the party or parties entitled to the benefit thereof, and no event, fact, condition, or circumstance exists that would prevent or materially delay the consummation of the transactions contemplated by the APA on the terms and conditions set forth therein.
(d) Bring-Down of Representations and Warranties. The representations and warranties of the Buyer set forth in Article V of the APA are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).
Section 6 — Governing Law; Reliance
This Certificate may be relied upon by each of the following parties and their respective successors and permitted assigns:
(a) Lakewood Regional Health Partners, LLC, in its capacity as the Seller under the APA;
(b) Dr. Raymond Alcott, individually and in his capacity as a party to the APA;
(c) Dr. Nadia Petrosian, individually and in her capacity as a party to the APA;
(d) Whitfield, Ames & Greer LLP, as counsel to the Seller ("Seller's Counsel");
(e) Ironclad National Bank, in its capacity as Administrative Agent and Senior Lender under the Credit Agreement, as amended by the Incremental Term Loan Joinder Agreement;
(f) Apex Title & Escrow Services, LLC, in its capacity as Escrow Agent under the Escrow Agreement; and
(g) Keystone Mutual Assurance Company, in its capacity as the insurer under the R&W Insurance Policy.
This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof (other than Section 18-1101(j) of the DLLCA), which is consistent with the formation jurisdiction of the Company, the governing law of the LLC Agreement, and Section 11.8 of the APA.
This Certificate is being delivered as of the Closing Date, August 15, 2025, and speaks only as of such date. The undersigned undertakes no obligation to supplement, update, or amend this Certificate after the Closing Date.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of August 15, 2025.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Jonathan R. Caldwell
Title: Secretary
OFFICER'S ACKNOWLEDGMENT AND COUNTERSIGNATURE
I, Marcus Waverly, Chief Executive Officer of Crestline Packaging Solutions LLC, hereby confirm that Jonathan R. Caldwell, who has signed this Certificate above, holds the office of Secretary of the Company, has held such office continuously since January 15, 2022, is duly authorized to execute and deliver this Certificate on behalf of the Company, and that the signature set forth above is his genuine signature.
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: August 15, 2025
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE MANAGERS
OF CRESTLINE PACKAGING SOLUTIONS LLC
IN LIEU OF A SPECIAL MEETING
Effective as of June 12, 2025
The undersigned, constituting all of the Managers of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Company"), acting pursuant to Section 8.3 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 17, 2021, as amended (the "LLC Agreement"), and Section 18-404(d) of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq., the "DLLCA"), hereby adopt the following resolutions by unanimous written consent, without the necessity of a meeting, with the same force and effect as if adopted at a duly called and held special meeting of the Managers at which a quorum was present and acting throughout:
RECITALS. WHEREAS, the Company is a Delaware limited liability company engaged in the business of providing packaging solutions and related services, and CPS Holdings, Inc., a Delaware corporation ("CPS Holdings"), is the sole member of the Company;
WHEREAS, the Managers of the Company have been briefed by management and outside advisors, including Hargrove, Lennox & Castellano LLP, as transaction counsel to the Company ("Buyer's Counsel"), and Meridian Peak Advisors LLC, as financial advisor to the Company (the "Financial Advisor"), regarding the proposed acquisition of substantially all of the assets (the "Acquisition") of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Seller"), for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments for working capital, indebtedness, transaction expenses, and other items as more particularly described in the Asset Purchase Agreement (as defined below);
WHEREAS, the Company desires to enter into an Asset Purchase Agreement (the "APA") with Lakewood, CPS Holdings, Dr. Raymond Alcott, and Dr. Nadia Petrosian, together with all schedules, exhibits, annexes, and disclosure letters thereto, setting forth the terms and conditions of the Acquisition;
WHEREAS, the Company desires to enter into certain ancillary agreements in connection with the Acquisition, including, without limitation, (i) an Escrow Agreement with Apex Title & Escrow Services, LLC, as escrow agent, and the Seller, (ii) Consulting Agreements with Dr. Raymond Alcott and Dr. Nadia Petrosian, (iii) Non-Competition and Non-Solicitation Agreements with Dr. Raymond Alcott and Dr. Nadia Petrosian, (iv) a Transition Services Agreement with the Seller, (v) various instruments of conveyance, bills of sale, and assignment and assumption agreements, and (vi) a Representations and Warranties Insurance Policy with Keystone Mutual Assurance Company (collectively, the "Ancillary Agreements");
WHEREAS, to fund a portion of the purchase price and related transaction costs, the Company desires to incur incremental term loan indebtedness in the principal amount of Eighty-Four Million Dollars ($84,000,000) (the "Incremental Term Loan") pursuant to the terms of the Credit Agreement dated September 17, 2021, by and among the Company, Ironclad National Bank, as Administrative Agent, and the lenders from time to time party thereto (as heretofore amended, the "Credit Agreement"), by executing and delivering an Incremental Term Loan Joinder Agreement and all related amendments, supplements, security documents, and ancillary financing instruments (collectively, the "Financing Documents"); and
WHEREAS, Pinnacle River Capital Partners, LP ("Pinnacle River"), through CPS Holdings, has committed equity of Fifty-Six Million Dollars ($56,000,000) in connection with the Acquisition (the "Equity Commitment"), and CPS Holdings has approved the Equity Commitment and will cause such funds to be contributed to the Company on or prior to the closing of the Acquisition.
RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the Acquisition, on the terms and conditions set forth in the APA as presented to and reviewed by the Managers, is hereby approved, authorized, and ratified in all respects, and the Managers hereby determine that the Acquisition is in the best interests of the Company and its member;
RESOLVED FURTHER, that the Company is hereby authorized and directed to execute and deliver the APA and each of the Ancillary Agreements, including, without limitation:
(a) the Escrow Agreement by and among the Company, the Seller, and Apex Title & Escrow Services, LLC, as escrow agent;
(b) the Consulting Agreement by and between the Company and Dr. Raymond Alcott;
(c) the Consulting Agreement by and between the Company and Dr. Nadia Petrosian;
(d) the Non-Competition and Non-Solicitation Agreement by and between the Company and Dr. Raymond Alcott;
(e) the Non-Competition and Non-Solicitation Agreement by and between the Company and Dr. Nadia Petrosian;
(f) the Transition Services Agreement by and between the Company and the Seller;
(g) all bills of sale, assignment and assumption agreements, intellectual property assignment agreements, and other instruments of conveyance and transfer contemplated by or required under the APA; and
(h) the Representations and Warranties Insurance Policy (Policy No. KMA-2025-07821) to be issued by Keystone Mutual Assurance Company;
and to perform all obligations of the Company arising under or contemplated by the APA and each Ancillary Agreement;
RESOLVED FURTHER, that the Company is hereby authorized and directed to execute and deliver the Financing Documents, including, without limitation:
(a) the Incremental Term Loan Joinder Agreement with respect to the Incremental Term Loan in the principal amount of $84,000,000;
(b) all amendments, supplements, and modifications to the Credit Agreement and the related schedules, exhibits, and ancillary documents;
(c) all security agreements, pledge agreements, guaranty agreements, mortgages, deeds of trust, and other collateral documents required by the Administrative Agent or the lenders in connection with the Incremental Term Loan; and
(d) all UCC-1 financing statements, perfection certificates, and other filings required to perfect the security interests granted in connection with the Financing Documents;
RESOLVED FURTHER, that the Company is hereby authorized and directed to make all filings and applications with, and obtain all approvals, consents, licenses, permits, and authorizations from, all applicable governmental authorities in connection with the Acquisition, including, without limitation:
(a) filings with the New York State Department of Health ("NY DOH") and the Pennsylvania Department of Health ("PA DOH") in connection with the change of ownership of any healthcare facilities, licenses, permits, or provider agreements being acquired in the Acquisition;
(b) applications for enrollment or re-enrollment with the Centers for Medicare & Medicaid Services ("CMS") and applicable state Medicaid agencies;
(c) filings with the Drug Enforcement Administration ("DEA") to the extent required; and
(d) all other federal, state, and local governmental filings, notices, applications, and registrations required in connection with the consummation of the Acquisition;
RESOLVED FURTHER, that Marcus Waverly, in his capacity as Chief Executive Officer of the Company, and Patricia Hsu, in her capacity as Chief Financial Officer of the Company, each acting individually and without the necessity of joint action, are hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, consents, applications, filings, and other writings as such authorized officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, with such changes, amendments, modifications, or additions thereto as any such authorized officer, in his or her sole discretion, may approve, the execution and delivery thereof by such authorized officer to be conclusive evidence of such approval;
RESOLVED FURTHER, that all actions heretofore taken by any officer, manager, agent, employee, or representative of the Company in connection with the negotiation, preparation, due diligence review, and any preliminary execution of the APA, the Ancillary Agreements, the Financing Documents, and the transactions contemplated thereby are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts and deeds of the Company;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and empowered to take any and all further actions, to execute and deliver any and all further documents, instruments, and certificates, to make any and all further filings, to pay any and all fees, costs, and expenses, and to do any and all further things that any such officer may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, with such actions, documents, filings, and payments to be conclusive evidence of such officer's determination that such actions, documents, filings, and payments are necessary, appropriate, or desirable.
This Unanimous Written Consent shall be effective as of June 12, 2025, and 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. Delivery of an executed signature page by facsimile or electronic transmission (including .pdf) shall be effective as delivery of an originally executed signature page.
IN WITNESS WHEREOF, each of the undersigned Managers has executed this Unanimous Written Consent as of the date first set forth above.
MANAGERS OF CRESTLINE PACKAGING SOLUTIONS LLC
________________________________________
Name: David R. Thornton
Title: Manager
________________________________________
Name: Sarah J. Nakamura
Title: Manager
________________________________________
Name: Robert C. Feinberg
Title: Manager
EXHIBIT B
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF CPS HOLDINGS, INC.
Effective as of June 12, 2025
The undersigned, constituting all of the members of the Board of Directors (the "Board") of CPS Holdings, Inc., a Delaware corporation ("CPS Holdings"; EIN: 83-2940187), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), Article III, Section 3.9 of the Amended and Restated Bylaws of CPS Holdings (the "Bylaws"), and Article SIXTH of the Amended and Restated Certificate of Incorporation of CPS Holdings (the "Charter"), hereby adopt the following resolutions by unanimous written consent, without the necessity of a meeting, with the same force and effect as if adopted at a duly called and held special meeting of the Board at which a quorum was present and acting throughout:
RECITALS. WHEREAS, CPS Holdings is the sole member of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Company");
WHEREAS, pursuant to Section 8.2 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 17, 2021, as amended (the "LLC Agreement"), certain actions by the Company, including the acquisition of assets in excess of $50,000,000, require the prior written approval of CPS Holdings, as the sole member of the Company;
WHEREAS, the Company desires to acquire substantially all of the assets (the "Acquisition") of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Seller"), pursuant to the terms of an Asset Purchase Agreement (the "APA") by and among the Company, CPS Holdings, Dr. Raymond Alcott, Dr. Nadia Petrosian, and Lakewood, for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary purchase price adjustments;
WHEREAS, to fund a portion of the purchase price and related transaction costs, the Company desires to incur incremental term loan indebtedness in the principal amount of Eighty-Four Million Dollars ($84,000,000) (the "Incremental Term Loan") under the Credit Agreement dated September 17, 2021, by and among the Company, Ironclad National Bank, as Administrative Agent, and the lenders from time to time party thereto (as heretofore amended, the "Credit Agreement");
WHEREAS, Pinnacle River Capital Partners, LP ("Pinnacle River"), as the sole stockholder of CPS Holdings, has committed equity of Fifty-Six Million Dollars ($56,000,000) in connection with the Acquisition (the "Equity Commitment"), and CPS Holdings desires to approve the Equity Commitment and to cause such funds to be contributed to the Company on or prior to the closing of the Acquisition; and
WHEREAS, the Board has been presented with and has reviewed the terms and conditions of the APA, the ancillary agreements, and the Financing Documents (each as described in the Unanimous Written Consent of the Managers of the Company of even date herewith), and the Board has received and considered the advice of outside legal counsel and the Financial Advisor with respect to the Acquisition.
RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves, authorizes, and ratifies the Acquisition on the terms and conditions set forth in the APA, and determines that the Acquisition is fair to, and in the best interests of, CPS Holdings and the Company;
RESOLVED FURTHER, that CPS Holdings, in its capacity as the sole member of the Company, hereby approves and authorizes the Company's entry into the APA and the acquisition of substantially all of the assets of Lakewood, on the terms and conditions set forth in the APA, and hereby grants all consents and approvals required under the LLC Agreement for the Company to consummate the Acquisition;
RESOLVED FURTHER, that the Board hereby approves and authorizes the incurrence by the Company of the Incremental Term Loan in the principal amount of Eighty-Four Million Dollars ($84,000,000) under the Credit Agreement, and the execution and delivery by the Company of all Financing Documents in connection therewith, and CPS Holdings, in its capacity as the sole member of the Company, hereby grants all consents and approvals required under the LLC Agreement and the Credit Agreement for the Company to incur such indebtedness;
RESOLVED FURTHER, that the Board hereby approves the Equity Commitment of Fifty-Six Million Dollars ($56,000,000) from Pinnacle River Capital Partners, LP (through CPS Holdings), and hereby authorizes and directs the officers of CPS Holdings to cause such funds to be contributed to the Company on or prior to the closing of the Acquisition, whether by capital contribution, intercompany loan, or such other mechanism as the officers of CPS Holdings, in consultation with Buyer's Counsel, may determine to be appropriate;
RESOLVED FURTHER, that the Board hereby authorizes and ratifies all actions heretofore taken by the officers, directors, managers, agents, and representatives of CPS Holdings and the Company in connection with the negotiation, preparation, due diligence review, and preliminary execution of the APA, the ancillary agreements, the Financing Documents, and the transactions contemplated thereby;
RESOLVED FURTHER, that the officers of CPS Holdings are hereby authorized and empowered to take any and all further actions, to execute and deliver any and all further documents, instruments, certificates, and agreements, to make any and all further filings, and to do any and all further things that any such officer may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby.
This Unanimous Written Consent shall be effective as of June 12, 2025, and 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. Delivery of an executed signature page by facsimile or electronic transmission (including .pdf) shall be effective as delivery of an originally executed signature page.
IN WITNESS WHEREOF, each of the undersigned Directors has executed this Unanimous Written Consent as of the date first set forth above.
BOARD OF DIRECTORS OF CPS HOLDINGS, INC.
________________________________________
Name: David R. Thornton
Title: Director
________________________________________
Name: Sarah J. Nakamura
Title: Director
________________________________________
Name: Robert C. Feinberg
Title: Director
________________________________________
Name: Victoria L. Chan
Title: Director
EXHIBIT C
CERTIFICATE OF GOOD STANDING
OF CRESTLINE PACKAGING SOLUTIONS LLC
ISSUED BY THE SECRETARY OF STATE OF THE STATE OF DELAWARE
[Original or certified copy attached hereto]
The following Certificate of Good Standing (Certificate of Status) of Crestline Packaging Solutions LLC has been obtained from the Office of the Secretary of State of the State of Delaware and is attached immediately following this cover page:
Entity Name: Crestline Packaging Solutions LLC
Jurisdiction of Formation: State of Delaware
Delaware File Number: 6847219
Date of Formation: August 3, 2018
Date of Certificate: August 11, 2025
Type of Certificate: Certificate of Good Standing / Certificate of Status
This Certificate of Good Standing confirms that Crestline Packaging Solutions LLC is validly existing and in good standing under the laws of the State of Delaware as of the date of such certificate. The date of such certificate, August 11, 2025, is not more than five (5) business days prior to the Closing Date of August 15, 2025, as required by Section 7.2(d)(iii) of the APA.
Note: The original or certified copy of the Certificate of Good Standing issued by the Delaware Secretary of State is attached immediately behind this cover page. Any certificates of good standing or certificates of authorization from the State of New York and the Commonwealth of Pennsylvania, to the extent required under the APA, will be delivered separately to Seller's Counsel in accordance with Section 7.2(d)(iii) of the APA.
EXHIBIT D
INCUMBENCY CERTIFICATE
OF CRESTLINE PACKAGING SOLUTIONS LLC
As of August 15, 2025
I, Jonathan R. Caldwell, the duly elected, qualified, and acting Secretary of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Company"), do hereby certify that, as of August 15, 2025, the following persons hold the offices and positions set forth opposite their respective names below, have been duly elected or appointed to such offices and positions in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, and the specimen signatures set forth opposite their respective names are their true, genuine, and authentic signatures:
Each of the foregoing persons has held the office or position set forth opposite his or her name continuously since on or prior to June 12, 2025, the date of adoption of the Unanimous Written Consent of the Managers of the Company authorizing the transactions described herein. Each such person is duly authorized to execute and deliver, on behalf of the Company, the Asset Purchase Agreement dated as of June 16, 2025, by and among the Company, CPS Holdings, Inc., Dr. Raymond Alcott, Dr. Nadia Petrosian, and Lakewood Regional Health Partners, LLC (the "APA"), and all ancillary agreements, financing documents, instruments, certificates, notices, and other documents and writings required or contemplated in connection with the acquisition of substantially all of the assets of Lakewood Regional Health Partners, LLC, as more particularly described in the APA and the resolutions of the Managers of the Company attached as Exhibit A to the Secretary's Certificate to which this Incumbency Certificate is an exhibit.
The specimen signatures set forth above are the true, genuine, and authentic signatures of the persons identified, and each such person is authorized to execute documents on behalf of the Company individually, without the requirement of joint action with any other officer, as set forth in the resolutions attached as Exhibit A.
This Incumbency Certificate is being delivered as of the Closing Date, August 15, 2025, pursuant to Section 7.2(d) of the APA.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Jonathan R. Caldwell
Title: Secretary
Date: August 15, 2025
[End of Secretary's Certificate and Exhibits]
| Name | Title | Specimen Signature |
| Marcus Waverly | Chief Executive Officer | ______ |
| Patricia Hsu | Chief Financial Officer | ______ |
| Name | Title | Specimen Signature |
| Marcus Waverly | Chief Executive Officer | ______ |
| Patricia Hsu | Chief Financial Officer | ______ |