1006-00008 · Crestline Packaging Solutions LLC · Closing

secretary-certificate-seller.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

a New York limited liability company

Dated: June 16, 2025

Delivered pursuant to that certain Asset Purchase Agreement, dated as of June 16, 2025 (the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), and Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller")

I, Gretchen Unger, in my capacity as Chief Operating Officer of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), duly authorized to act in a secretarial capacity pursuant to Section 5.04 of the Amended and Restated Operating Agreement of the Company, dated as of March 14, 2014 (as amended from time to time, the "Operating Agreement"), do hereby certify to Buyer, in connection with the consummation of the transactions contemplated by the APA, as follows. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA.

1. Organization and Good Standing

The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. The Company was formed by the filing of its Articles of Organization with the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code on March 14, 2014, and has continuously maintained its existence in good standing since that date. The Company's Employer Identification Number, as assigned by the Internal Revenue Service, is 46-5183294. The Company's principal office is located at 450 East Ridge Road, Rochester, New York 14621, and the Company maintains no other registered office in the State of New York other than its principal office address.

Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Good Standing (or equivalent certificate of existence) of the Company issued by the New York Secretary of State, dated not more than five (5) business days prior to the date hereof. Such certificate confirms the Company's good standing and continuous valid existence under New York law as of its date of issuance.

2. Operating Agreement

The Operating Agreement remains in full force and effect as of the date hereof. The Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since August 22, 2019, except as set forth in the resolutions attached hereto as Exhibit A (the "Member Resolutions"). No provision of the Operating Agreement has been waived in connection with the transactions contemplated by the APA, except to the extent expressly set forth in the Member Resolutions.

The Operating Agreement designates Dr. Raymond Alcott (holding a sixty percent (60%) membership interest in the Company) and Dr. Nadia Petrosian (holding a forty percent (40%) membership interest in the Company) as the Co-Managing Members of the Company. Together, Dr. Alcott and Dr. Petrosian hold one hundred percent (100%) of the issued and outstanding membership interests in the Company, and no other Person holds or has any right to acquire any membership interest, economic interest, or other equity interest in the Company. The Operating Agreement vests in the Co-Managing Members the authority to manage the business and affairs of the Company, subject to the consent and approval rights of the Members as set forth therein and under applicable law.

3. Member Resolutions

Attached hereto as Exhibit A is a true, correct, and complete copy of the written consent of the Members of the Company (the "Member Resolutions"), adopted effective as of June 10, 2025. The Member Resolutions were duly adopted by the unanimous written consent of all Members holding one hundred percent (100%) of the outstanding membership interests of the Company, in accordance with the provisions of the Operating Agreement governing action by written consent and Section 407 of the New York Limited Liability Company Law.

The Member Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No condition to the effectiveness of the Member Resolutions remains unsatisfied, and no further action by the Members or the Co-Managing Members is required to authorize and consummate the transactions contemplated by the APA and the Ancillary Agreements.

4. Incumbency

Attached hereto as Exhibit C is a true, correct, and complete Incumbency Certificate setting forth the name, title, and specimen signature of each Person authorized to execute and deliver the APA and each Ancillary Agreement and any other document, instrument, certificate, or agreement to be delivered by the Company in connection with the transactions contemplated by the APA. As set forth in greater detail in Exhibit C, the authorized signatories of the Company for purposes of the transactions contemplated by the APA are:

(a) Dr. Raymond Alcott, Co-Managing Member;

(b) Dr. Nadia Petrosian, Co-Managing Member and Medical Director; and

Each of the foregoing individuals has been, and as of the date hereof continues to be, duly elected or appointed to the office or position set forth opposite his or her name and is duly authorized to execute, deliver, and perform any and all documents, agreements, and instruments on behalf of the Company in connection with the transactions contemplated by the APA.

5. No Revocation or Modification

None of the Member Resolutions, or any authority granted thereunder, has been amended, restated, rescinded, or revoked, in whole or in part, and each such resolution remains in full force and effect as of the date hereof. No proceedings have been instituted, and no proceedings are pending or, to the knowledge of the undersigned, threatened, for the dissolution, liquidation, or winding up of the Company, whether voluntarily or involuntarily. No receiver, trustee, custodian, or similar official has been appointed for the Company or any material portion of its assets, and no such appointment has been sought or is contemplated.

6. Authorized Transactions

The Member Resolutions authorize the sale of substantially all of the assets of the Company to Buyer pursuant to the APA for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as set forth in the APA, together with the execution, delivery, and performance of all Ancillary Agreements and related documents, instruments, and certificates contemplated thereby.

The execution and delivery of the APA and each of the Ancillary Agreements, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of the Company and its Members, including, without limitation, any action required under the Operating Agreement, the New York Limited Liability Company Law, or any other applicable law, rule, or regulation. No further corporate, limited liability company, or other organizational action on the part of the Company or its Members is necessary to authorize, approve, or ratify the execution, delivery, and performance of the APA or any Ancillary Agreement, or the consummation of the transactions contemplated thereby.

7. Reliance

This Certificate is being delivered to Buyer pursuant to Section 8.02(e) of the APA as a condition precedent to the obligation of Buyer to consummate the Closing. Buyer, its counsel, Calderwood & Harkness LLP, and the Senior Lender, Ironclad National Bank, are each entitled to rely upon this Certificate and each of the Exhibits and attachments hereto in connection with the consummation of the transactions contemplated by the APA and the Ancillary Agreements. This Certificate and the attachments hereto may also be relied upon by any title insurance company, escrow agent, or other third party reasonably designated by Buyer in writing to the Company.

8. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction.

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EXECUTION PAGE TO SECRETARY'S CERTIFICATE OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

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

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

By: ________

Name: Gretchen Unger

Title: Chief Operating Officer (acting in secretarial capacity)

Date: ________

STATE OF NEW YORK COUNTY OF MONROE

On the __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared Gretchen Unger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Chief Operating Officer (acting in secretarial capacity) of Lakewood Regional Health Partners, LLC, a New York limited liability company, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York Name (Print): ________ Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF THE MEMBERS

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

a New York limited liability company

Adopted Effective as of June 10, 2025

Adopted in Lieu of a Special Meeting Pursuant to Section 9.02 of the Amended and Restated Operating Agreement and Section 407 of the New York Limited Liability Company Law

RECITALS. The undersigned constitute all of the Members of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), holding one hundred percent (100%) of the issued and outstanding membership interests of the Company. Specifically, Dr. Raymond Alcott holds a sixty percent (60%) membership interest in the Company, and Dr. Nadia Petrosian holds a forty percent (40%) membership interest in the Company. No other Person holds or has any right, option, warrant, or other entitlement to acquire any membership interest, economic interest, or other equity interest in the Company.

The Members have reviewed the terms and conditions of the proposed sale of substantially all of the Company's assets to Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), a portfolio company of Pinnacle River Capital Partners, LP, a Delaware limited partnership, pursuant to an Asset Purchase Agreement (the "APA"). The Members have had a full and fair opportunity to review the APA and all schedules and exhibits thereto, together with all Ancillary Agreements referenced therein.

The Members have been advised by the Company's legal counsel, Whitfield, Ames & Greer LLP (Lead Partner: Catherine Greer), with respect to the legal terms, conditions, and implications of the proposed transaction. The Members have also been advised by the Company's investment banker, Bellweather Partners LLP (Engagement Lead: Daniel Kerrigan), with respect to the financial terms and the fairness of the consideration to be received by the Company under the APA.

The aggregate purchase price under the APA is One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments for working capital (target Net Working Capital: Six Million Two Hundred Thousand Dollars ($6,200,000)), with Thirty-Five Million Dollars ($35,000,000) to be deposited in an indemnification escrow and Three Million Five Hundred Thousand Dollars ($3,500,000) to be deposited in a purchase price adjustment escrow, each to be held by Apex Title & Escrow Services, LLC, as Escrow Agent, pursuant to the terms of an Escrow Agreement to be entered into among Buyer, Seller, and Escrow Agent at or prior to the Closing.

NOW, THEREFORE, the undersigned Members, acting by unanimous written consent in lieu of a special meeting in accordance with Section 9.02 of the Operating Agreement and Section 407 of the New York Limited Liability Company Law, hereby adopt the following resolutions:

Resolution 1 — Approval of the APA

RESOLVED, that the Asset Purchase Agreement, substantially in the form presented to the Members (with such changes thereto as the Co-Managing Members, in their reasonable discretion, may approve prior to or at the Closing), providing for the sale of substantially all of the assets of the Company to Buyer for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as set forth therein, is hereby approved, adopted, and ratified in all respects; and it is further

RESOLVED, that the Co-Managing Members and the Chief Operating Officer are each authorized and directed to execute and deliver the APA on behalf of the Company and to perform all obligations of the Company thereunder.

Resolution 2 — Approval of Ancillary Agreements

RESOLVED, that each of the following Ancillary Agreements, substantially in the forms presented to the Members (or to be negotiated and finalized by the Co-Managing Members and the Company's legal counsel, Whitfield, Ames & Greer LLP), is hereby approved, adopted, and ratified in all respects:

(a) Bill of Sale — to be executed and delivered by the Company at the Closing, conveying to Buyer all right, title, and interest of the Company in and to the Purchased Assets (as defined in the APA);

(b) Assignment and Assumption Agreement — to be executed and delivered by the Company and Buyer at the Closing, effecting the assignment to Buyer of all Assumed Contracts and the assumption by Buyer of the Assumed Liabilities (each as defined in the APA);

(c) Transition Services Agreement — to be executed and delivered by the Company and Buyer at the Closing, pursuant to which the Company will provide certain transitional services to Buyer for a period not to exceed twelve (12) months following the Closing Date;

(d) Escrow Agreement — to be executed and delivered by the Company, Buyer, and Apex Title & Escrow Services, LLC, as Escrow Agent, at the Closing, governing the establishment and administration of the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Fund;

(e) Consulting Agreement between the Company (or its successor) and Dr. Raymond Alcott — providing for consulting services by Dr. Alcott at an annual rate of Four Hundred Fifty Thousand Dollars ($450,000) per year for a term of two (2) years, expiring on August 15, 2027;

(f) Consulting Agreement between the Company (or its successor) and Dr. Nadia Petrosian — providing for consulting services by Dr. Petrosian at an annual rate of Three Hundred Seventy-Five Thousand Dollars ($375,000) per year for a term of two (2) years, expiring on August 15, 2027;

(g) Non-Competition and Non-Solicitation Agreement with Dr. Raymond Alcott — imposing non-competition and non-solicitation covenants within a seventy-five (75)-mile radius of each Company facility for a period of three (3) years following the Closing, expiring on August 15, 2028;

(h) Non-Competition and Non-Solicitation Agreement with Dr. Nadia Petrosian — imposing non-competition and non-solicitation covenants within a seventy-five (75)-mile radius of each Company facility for a period of three (3) years following the Closing, expiring on August 15, 2028;

(i) Lease Assignments, Consents, and Related Real Property Instruments — including all assignments of lease, landlord consent letters, estoppel certificates, and subordination, non-disturbance, and attornment agreements, to the extent required under the APA or the applicable lease agreements; and

(j) Any Other Agreements, Documents, or Instruments — including any certificates, affidavits, or other instruments required to be executed and delivered by the Company under the APA or as may be reasonably requested by Buyer or its counsel in connection with the consummation of the transactions contemplated by the APA.

Resolution 3 — Authorization of Signatories

RESOLVED, that each of the following Persons, acting individually (and without the requirement that any other Person join in or countersign such execution), is hereby authorized and empowered to execute and deliver, on behalf of the Company, the APA, each Ancillary Agreement described in Resolution 2 above, and any and all certificates, documents, instruments, and agreements contemplated thereby or necessary or desirable to consummate the transactions contemplated by the APA:

(a) Dr. Raymond Alcott, Co-Managing Member;

(b) Dr. Nadia Petrosian, Co-Managing Member and Medical Director; and

Each of the foregoing authorized signatories is further authorized to negotiate, agree to, and approve such changes, modifications, and amendments to any of the foregoing documents as such authorized signatory may, in his or her reasonable judgment, deem necessary or appropriate, the execution and delivery of any such document by any authorized signatory to be conclusive evidence of such authorized signatory's approval thereof.

Resolution 4 — Regulatory Filings and Consents

RESOLVED, that the authorized signatories identified in Resolution 3 above are each authorized and empowered to prepare, execute, file, and deliver, on behalf of the Company, all applications, notices, filings, petitions, and other submissions required in connection with the transactions contemplated by the APA, including, without limitation, the following:

(a) New York Department of Health (NY DOH) Filings — Change-of-ownership filings for Article 28 Operating Certificates D&TC-4821, D&TC-4822, D&TC-4823, D&TC-4824, D&TC-4825, D&TC-4826, D&TC-4827, and D&TC-4828, and any related supplements, amendments, or supporting documentation required by the NY DOH in connection with such filings;

(b) Pennsylvania Department of Health (PA DOH) Filings — Change-of-ownership filings for Facility Licenses OPC-20140892, OPC-20140893, and OPC-20140894, and any related supplements, amendments, or supporting documentation required by the PA DOH in connection with such filings;

(c) CMS Medicare Enrollment Filings — Change-of-information or change-of-ownership filings for CMS Certification Numbers 33-7021, 33-7022, 33-7023, 33-7024, 33-7025, 33-7026, 33-7027, and 33-7028 (New York facilities) and 39-6011, 39-6012, and 39-6013 (Pennsylvania facilities), coordinating with Keystone MAC Services, LLC, as the applicable Medicare Administrative Contractor; and

(d) Medicaid, Managed Care, and Other Payor Filings — Any Medicaid enrollment or re-enrollment filings, managed care organization credentialing or re-credentialing submissions, and other payor notification or assignment filings as may be required in connection with the change of ownership, including filings with or notifications to Meridian Shield Health Plans, Inc. and any other contracted health plan or payor.

The authorized signatories are further authorized to engage, on behalf of the Company and at the Company's expense, such regulatory consultants, healthcare attorneys, and other advisors as may be necessary or appropriate to assist in the preparation and prosecution of such filings.

Resolution 5 — Engagement and Compensation of Advisors

RESOLVED, that the engagement of the following advisors in connection with the transactions contemplated by the APA is hereby ratified, confirmed, and approved in all respects:

(a) Whitfield, Ames & Greer LLP — serving as Seller's Counsel (Lead Partner: Catherine Greer), pursuant to the engagement letter dated January 8, 2025, as amended;

(b) Bellweather Partners LLP — serving as Seller's Investment Bank (Engagement Lead: Daniel Kerrigan), pursuant to the engagement letter dated December 3, 2024, as amended, providing for a success fee of Two Million Eight Hundred Thousand Dollars ($2,800,000), payable upon the Closing; and

(c) Northern Crest Insurance Brokers, LLC — serving as the Company's Insurance Broker (Account Executive: Michael Torrance), in connection with tail insurance policies and related insurance matters.

The authorized signatories are further authorized and directed to pay, or cause to be paid, all transaction expenses of the Company, including the fees, costs, and disbursements of the foregoing advisors, from the proceeds of the sale at the Closing, in accordance with the terms of the APA and the applicable engagement letters.

Resolution 6 — Insurance Matters

RESOLVED, that the authorized signatories identified in Resolution 3 above are authorized and directed to procure, prior to the Closing, the following insurance coverages on behalf of the Company:

(a) Professional Liability Tail Coverage — A three (3)-year extended reporting period (tail) professional liability insurance policy from Ridgeline Specialty Insurance Company, with terms and limits consistent with the Company's existing professional liability coverage, at an estimated premium of Four Hundred Seventy-Five Thousand Dollars ($475,000); and

(b) Directors' and Officers' Liability Tail Coverage — A three (3)-year extended reporting period (tail) directors' and officers' liability insurance policy from Ridgeline Specialty Insurance Company, with terms and limits consistent with the Company's existing directors' and officers' liability coverage, at an estimated premium of One Hundred Twenty Thousand Dollars ($120,000).

The authorized signatories are further authorized to cooperate with Buyer in connection with the placement of the representations and warranties insurance policy by Keystone Mutual Assurance Company (anticipated policy limit: Thirty-Five Million Dollars ($35,000,000); anticipated retention: Two Million One Hundred Thousand Dollars ($2,100,000)), including by providing such information, documents, and access to the Company's books, records, and personnel as may be reasonably requested by the insurer or its underwriting agents.

Resolution 7 — Real Property Matters

RESOLVED, that the authorized signatories identified in Resolution 3 above are authorized and directed to execute, deliver, and cause to be recorded, on behalf of the Company, all conveyance instruments, deeds, affidavits of title, and transfer tax forms necessary to convey to Buyer the Company's owned real properties, including:

(a) the property located at the Company's Rochester Main facility (appraised value: Six Million Nine Hundred Thousand Dollars ($6,900,000)); and

(b) the property located at the Company's Syracuse facility (appraised value: Four Million Nine Hundred Thousand Dollars ($4,900,000)).

The authorized signatories are further authorized to execute and deliver assignments of all leased property interests, together with all landlord consents, estoppel certificates, subordination, non-disturbance, and attornment agreements, and other related instruments, in connection with the nine (9) leases to which the Company is a party (aggregate annual base rent: Two Million Seven Hundred Forty Thousand Dollars ($2,740,000)). The authorized signatories are further authorized to negotiate and agree to such modifications to the terms of any such lease assignment or related instrument as may be reasonably required by the applicable landlord or Buyer.

Resolution 8 — Distribution of Proceeds

RESOLVED, that following the Closing and the payment of all transaction expenses (including, without limitation, the fees, costs, and disbursements of the Company's legal counsel, investment banker, insurance broker, and all other advisors, and all transfer taxes, recording fees, and other costs incurred in connection with the transactions), the net proceeds from the sale shall be distributed to the Members in accordance with their respective membership interests:

(a) sixty percent (60%) to Dr. Raymond Alcott; and

(b) forty percent (40%) to Dr. Nadia Petrosian;

in each case, subject to amounts held in escrow pursuant to the Escrow Agreement and any holdback or reserve established by the Co-Managing Members in their reasonable discretion to satisfy post-Closing obligations of the Company. The authorized signatories are authorized to establish such reserves and holdbacks as they may deem necessary or appropriate and to make interim and final distributions to the Members at such times and in such amounts as they may determine consistent with the foregoing.

Resolution 9 — General Authority

RESOLVED, that each of the authorized signatories identified in Resolution 3 above is hereby authorized and empowered, acting individually, to take such further actions, execute and deliver such further documents, instruments, and agreements, and incur such further expenses as any of them may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the taking of any such action, execution and delivery of any such document, or incurrence of any such expense to be conclusive evidence of such authorized signatory's determination that such action, document, or expense is necessary, desirable, or appropriate; and it is further

RESOLVED, that all actions heretofore taken by the Members, the Co-Managing Members, the officers, employees, legal counsel, investment bankers, and other agents and representatives of the Company in connection with the negotiation, documentation, and preparation for the consummation of the foregoing transactions are hereby ratified, confirmed, and approved in all respects, as though such actions had been authorized by appropriate resolutions adopted prior to the taking of such actions.

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EXECUTION PAGE TO UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

IN WITNESS WHEREOF, the undersigned Members have executed this Unanimous Written Consent effective as of June 10, 2025.

________________________________________

Dr. Raymond Alcott Co-Managing Member 60% Membership Interest

Address: 14 Tobey Trail

Pittsford, New York 14534

Date: ________

________________________________________

Dr. Nadia Petrosian Co-Managing Member 40% Membership Interest

Address: 2801 Elmwood Avenue

Brighton, New York 14618

Date: ________

EXHIBIT B

CERTIFICATE OF GOOD STANDING

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

[Placeholder for Attachment of Certified Copy]

Attached behind this cover page is a true, correct, and complete certified copy of the Certificate of Good Standing (or Certificate of Existence) of Lakewood Regional Health Partners, LLC, issued by the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code.

Entity Name: Lakewood Regional Health Partners, LLC

State of Formation: New York

Date of Formation: March 14, 2014

Certificate Date: This Certificate of Good Standing is dated not more than five (5) business days prior to the Closing Date of June 16, 2025.

Note: The original or certified copy of the Certificate of Good Standing issued by the New York Department of State is attached immediately behind this cover page. In the event of any discrepancy between the information set forth on this cover page and the information contained in the attached Certificate, the attached Certificate shall control.

[Original or Certified Copy Attached Behind This Page]

EXHIBIT C

INCUMBENCY CERTIFICATE

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

a New York limited liability company

Dated: June 16, 2025

Introductory Paragraph. I, Gretchen Unger, Chief Operating Officer of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), hereby certify that each of the following Persons holds the office or position set forth opposite his or her name below, has held such office or position continuously at all relevant times in connection with the negotiation, execution, delivery, and performance of that certain Asset Purchase Agreement, dated as of June 16, 2025 (the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), and the Company ("Seller"), and that the specimen signature set forth opposite his or her name is the true, genuine, and authentic signature of such Person.

Incumbency Table.

Confirmation. Each of the above-named Persons is duly elected or appointed to the office or position set forth opposite his or her name and is duly authorized to execute and deliver, on behalf of the Company, the Asset Purchase Agreement, each Ancillary Agreement (as defined in the APA), and all other documents, instruments, certificates, and agreements required to be executed and delivered by the Company in connection with the transactions contemplated thereby. The authority of each such Person continues in full force and effect and has not been revoked, rescinded, or modified in any respect as of the date hereof.

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EXECUTION PAGE TO INCUMBENCY CERTIFICATE OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of the date first written above.

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

By: ________

Name: Gretchen Unger

Title: Chief Operating Officer

Date: ________

Counter-Certification. I, Dr. Raymond Alcott, Co-Managing Member of Lakewood Regional Health Partners, LLC (the "Company"), hereby confirm that Gretchen Unger holds the office of Chief Operating Officer of the Company, that she has held such office continuously at all relevant times in connection with the negotiation, execution, delivery, and performance of the APA and the transactions contemplated thereby, and that the specimen signature set forth opposite her name in the Incumbency Table above is the true, genuine, and authentic signature of Gretchen Unger. Ms. Unger is duly authorized to execute and deliver this Incumbency Certificate and the Secretary's Certificate to which it is attached, in each case acting in a secretarial capacity on behalf of the Company.

________________________________________

Dr. Raymond Alcott Co-Managing Member Lakewood Regional Health Partners, LLC

Date: ________

Name	Title / Office	Specimen Signature
Dr. Raymond Alcott	Co-Managing Member	_____
Dr. Nadia Petrosian	Co-Managing Member / Medical Director	_____
Gretchen Unger	Chief Operating Officer	_____

SECRETARY'S CERTIFICATE
OF
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
a New York limited liability company
Dated: June 16, 2025
Delivered pursuant to that certain Asset Purchase Agreement, dated as of June 16, 2025 (the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), and Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller")
I, Gretchen Unger, in my capacity as Chief Operating Officer of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), duly authorized to act in a secretarial capacity pursuant to Section 5.04 of the Amended and Restated Operating Agreement of the Company, dated as of March 14, 2014 (as amended from time to time, the "Operating Agreement"), do hereby certify to Buyer, in connection with the consummation of the transactions contemplated by the APA, as follows. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA.
1. Organization and Good Standing
The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. The Company was formed by the filing of its Articles of Organization with the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code on March 14, 2014, and has continuously maintained its existence in good standing since that date. The Company's Employer Identification Number, as assigned by the Internal Revenue Service, is 46-5183294. The Company's principal office is located at 450 East Ridge Road, Rochester, New York 14621, and the Company maintains no other registered office in the State of New York other than its principal office address.
Attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Good Standing (or equivalent certificate of existence) of the Company issued by the New York Secretary of State, dated not more than five (5) business days prior to the date hereof. Such certificate confirms the Company's good standing and continuous valid existence under New York law as of its date of issuance.
2. Operating Agreement
The Operating Agreement remains in full force and effect as of the date hereof. The Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since August 22, 2019, except as set forth in the resolutions attached hereto as Exhibit A (the "Member Resolutions"). No provision of the Operating Agreement has been waived in connection with the transactions contemplated by the APA, except to the extent expressly set forth in the Member Resolutions.
The Operating Agreement designates Dr. Raymond Alcott (holding a sixty percent (60%) membership interest in the Company) and Dr. Nadia Petrosian (holding a forty percent (40%) membership interest in the Company) as the Co-Managing Members of the Company. Together, Dr. Alcott and Dr. Petrosian hold one hundred percent (100%) of the issued and outstanding membership interests in the Company, and no other Person holds or has any right to acquire any membership interest, economic interest, or other equity interest in the Company. The Operating Agreement vests in the Co-Managing Members the authority to manage the business and affairs of the Company, subject to the consent and approval rights of the Members as set forth therein and under applicable law.
3. Member Resolutions
Attached hereto as Exhibit A is a true, correct, and complete copy of the written consent of the Members of the Company (the "Member Resolutions"), adopted effective as of June 10, 2025. The Member Resolutions were duly adopted by the unanimous written consent of all Members holding one hundred percent (100%) of the outstanding membership interests of the Company, in accordance with the provisions of the Operating Agreement governing action by written consent and Section 407 of the New York Limited Liability Company Law.
The Member Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No condition to the effectiveness of the Member Resolutions remains unsatisfied, and no further action by the Members or the Co-Managing Members is required to authorize and consummate the transactions contemplated by the APA and the Ancillary Agreements.
4. Incumbency
Attached hereto as Exhibit C is a true, correct, and complete Incumbency Certificate setting forth the name, title, and specimen signature of each Person authorized to execute and deliver the APA and each Ancillary Agreement and any other document, instrument, certificate, or agreement to be delivered by the Company in connection with the transactions contemplated by the APA. As set forth in greater detail in Exhibit C, the authorized signatories of the Company for purposes of the transactions contemplated by the APA are:
(a) Dr. Raymond Alcott, Co-Managing Member;
(b) Dr. Nadia Petrosian, Co-Managing Member and Medical Director; and
(c) Gretchen Unger, Chief Operating Officer.
Each of the foregoing individuals has been, and as of the date hereof continues to be, duly elected or appointed to the office or position set forth opposite his or her name and is duly authorized to execute, deliver, and perform any and all documents, agreements, and instruments on behalf of the Company in connection with the transactions contemplated by the APA.
5. No Revocation or Modification
None of the Member Resolutions, or any authority granted thereunder, has been amended, restated, rescinded, or revoked, in whole or in part, and each such resolution remains in full force and effect as of the date hereof. No proceedings have been instituted, and no proceedings are pending or, to the knowledge of the undersigned, threatened, for the dissolution, liquidation, or winding up of the Company, whether voluntarily or involuntarily. No receiver, trustee, custodian, or similar official has been appointed for the Company or any material portion of its assets, and no such appointment has been sought or is contemplated.
6. Authorized Transactions
The Member Resolutions authorize the sale of substantially all of the assets of the Company to Buyer pursuant to the APA for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as set forth in the APA, together with the execution, delivery, and performance of all Ancillary Agreements and related documents, instruments, and certificates contemplated thereby.
The execution and delivery of the APA and each of the Ancillary Agreements, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on the part of the Company and its Members, including, without limitation, any action required under the Operating Agreement, the New York Limited Liability Company Law, or any other applicable law, rule, or regulation. No further corporate, limited liability company, or other organizational action on the part of the Company or its Members is necessary to authorize, approve, or ratify the execution, delivery, and performance of the APA or any Ancillary Agreement, or the consummation of the transactions contemplated thereby.
7. Reliance
This Certificate is being delivered to Buyer pursuant to Section 8.02(e) of the APA as a condition precedent to the obligation of Buyer to consummate the Closing. Buyer, its counsel, Calderwood & Harkness LLP, and the Senior Lender, Ironclad National Bank, are each entitled to rely upon this Certificate and each of the Exhibits and attachments hereto in connection with the consummation of the transactions contemplated by the APA and the Ancillary Agreements. This Certificate and the attachments hereto may also be relied upon by any title insurance company, escrow agent, or other third party reasonably designated by Buyer in writing to the Company.
8. Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction.
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EXECUTION PAGE TO SECRETARY'S CERTIFICATE OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
By: ________
Name: Gretchen Unger
Title: Chief Operating Officer (acting in secretarial capacity)
Date: ________
STATE OF NEW YORK COUNTY OF MONROE
On the __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared Gretchen Unger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Chief Operating Officer (acting in secretarial capacity) of Lakewood Regional Health Partners, LLC, a New York limited liability company, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS
OF
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
a New York limited liability company
Adopted Effective as of June 10, 2025
Adopted in Lieu of a Special Meeting Pursuant to Section 9.02 of the Amended and Restated Operating Agreement and Section 407 of the New York Limited Liability Company Law
RECITALS.  The undersigned constitute all of the Members of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), holding one hundred percent (100%) of the issued and outstanding membership interests of the Company. Specifically, Dr. Raymond Alcott holds a sixty percent (60%) membership interest in the Company, and Dr. Nadia Petrosian holds a forty percent (40%) membership interest in the Company. No other Person holds or has any right, option, warrant, or other entitlement to acquire any membership interest, economic interest, or other equity interest in the Company.
The Members have reviewed the terms and conditions of the proposed sale of substantially all of the Company's assets to Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), a portfolio company of Pinnacle River Capital Partners, LP, a Delaware limited partnership, pursuant to an Asset Purchase Agreement (the "APA"). The Members have had a full and fair opportunity to review the APA and all schedules and exhibits thereto, together with all Ancillary Agreements referenced therein.
The Members have been advised by the Company's legal counsel, Whitfield, Ames & Greer LLP (Lead Partner: Catherine Greer), with respect to the legal terms, conditions, and implications of the proposed transaction. The Members have also been advised by the Company's investment banker, Bellweather Partners LLP (Engagement Lead: Daniel Kerrigan), with respect to the financial terms and the fairness of the consideration to be received by the Company under the APA.
The aggregate purchase price under the APA is One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments for working capital (target Net Working Capital: Six Million Two Hundred Thousand Dollars ($6,200,000)), with Thirty-Five Million Dollars ($35,000,000) to be deposited in an indemnification escrow and Three Million Five Hundred Thousand Dollars ($3,500,000) to be deposited in a purchase price adjustment escrow, each to be held by Apex Title & Escrow Services, LLC, as Escrow Agent, pursuant to the terms of an Escrow Agreement to be entered into among Buyer, Seller, and Escrow Agent at or prior to the Closing.
NOW, THEREFORE, the undersigned Members, acting by unanimous written consent in lieu of a special meeting in accordance with Section 9.02 of the Operating Agreement and Section 407 of the New York Limited Liability Company Law, hereby adopt the following resolutions:
Resolution 1 — Approval of the APA
RESOLVED, that the Asset Purchase Agreement, substantially in the form presented to the Members (with such changes thereto as the Co-Managing Members, in their reasonable discretion, may approve prior to or at the Closing), providing for the sale of substantially all of the assets of the Company to Buyer for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as set forth therein, is hereby approved, adopted, and ratified in all respects; and it is further
RESOLVED, that the Co-Managing Members and the Chief Operating Officer are each authorized and directed to execute and deliver the APA on behalf of the Company and to perform all obligations of the Company thereunder.
Resolution 2 — Approval of Ancillary Agreements
RESOLVED, that each of the following Ancillary Agreements, substantially in the forms presented to the Members (or to be negotiated and finalized by the Co-Managing Members and the Company's legal counsel, Whitfield, Ames & Greer LLP), is hereby approved, adopted, and ratified in all respects:
(a) Bill of Sale — to be executed and delivered by the Company at the Closing, conveying to Buyer all right, title, and interest of the Company in and to the Purchased Assets (as defined in the APA);
(b) Assignment and Assumption Agreement — to be executed and delivered by the Company and Buyer at the Closing, effecting the assignment to Buyer of all Assumed Contracts and the assumption by Buyer of the Assumed Liabilities (each as defined in the APA);
(c) Transition Services Agreement — to be executed and delivered by the Company and Buyer at the Closing, pursuant to which the Company will provide certain transitional services to Buyer for a period not to exceed twelve (12) months following the Closing Date;
(d) Escrow Agreement — to be executed and delivered by the Company, Buyer, and Apex Title & Escrow Services, LLC, as Escrow Agent, at the Closing, governing the establishment and administration of the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Fund;
(e) Consulting Agreement between the Company (or its successor) and Dr. Raymond Alcott — providing for consulting services by Dr. Alcott at an annual rate of Four Hundred Fifty Thousand Dollars ($450,000) per year for a term of two (2) years, expiring on August 15, 2027;
(f) Consulting Agreement between the Company (or its successor) and Dr. Nadia Petrosian — providing for consulting services by Dr. Petrosian at an annual rate of Three Hundred Seventy-Five Thousand Dollars ($375,000) per year for a term of two (2) years, expiring on August 15, 2027;
(g) Non-Competition and Non-Solicitation Agreement with Dr. Raymond Alcott — imposing non-competition and non-solicitation covenants within a seventy-five (75)-mile radius of each Company facility for a period of three (3) years following the Closing, expiring on August 15, 2028;
(h) Non-Competition and Non-Solicitation Agreement with Dr. Nadia Petrosian — imposing non-competition and non-solicitation covenants within a seventy-five (75)-mile radius of each Company facility for a period of three (3) years following the Closing, expiring on August 15, 2028;
(i) Lease Assignments, Consents, and Related Real Property Instruments — including all assignments of lease, landlord consent letters, estoppel certificates, and subordination, non-disturbance, and attornment agreements, to the extent required under the APA or the applicable lease agreements; and
(j) Any Other Agreements, Documents, or Instruments — including any certificates, affidavits, or other instruments required to be executed and delivered by the Company under the APA or as may be reasonably requested by Buyer or its counsel in connection with the consummation of the transactions contemplated by the APA.
Resolution 3 — Authorization of Signatories
RESOLVED, that each of the following Persons, acting individually (and without the requirement that any other Person join in or countersign such execution), is hereby authorized and empowered to execute and deliver, on behalf of the Company, the APA, each Ancillary Agreement described in Resolution 2 above, and any and all certificates, documents, instruments, and agreements contemplated thereby or necessary or desirable to consummate the transactions contemplated by the APA:
(a) Dr. Raymond Alcott, Co-Managing Member;
(b) Dr. Nadia Petrosian, Co-Managing Member and Medical Director; and
(c) Gretchen Unger, Chief Operating Officer.
Each of the foregoing authorized signatories is further authorized to negotiate, agree to, and approve such changes, modifications, and amendments to any of the foregoing documents as such authorized signatory may, in his or her reasonable judgment, deem necessary or appropriate, the execution and delivery of any such document by any authorized signatory to be conclusive evidence of such authorized signatory's approval thereof.
Resolution 4 — Regulatory Filings and Consents
RESOLVED, that the authorized signatories identified in Resolution 3 above are each authorized and empowered to prepare, execute, file, and deliver, on behalf of the Company, all applications, notices, filings, petitions, and other submissions required in connection with the transactions contemplated by the APA, including, without limitation, the following:
(a) New York Department of Health (NY DOH) Filings — Change-of-ownership filings for Article 28 Operating Certificates D&TC-4821, D&TC-4822, D&TC-4823, D&TC-4824, D&TC-4825, D&TC-4826, D&TC-4827, and D&TC-4828, and any related supplements, amendments, or supporting documentation required by the NY DOH in connection with such filings;
(b) Pennsylvania Department of Health (PA DOH) Filings — Change-of-ownership filings for Facility Licenses OPC-20140892, OPC-20140893, and OPC-20140894, and any related supplements, amendments, or supporting documentation required by the PA DOH in connection with such filings;
(c) CMS Medicare Enrollment Filings — Change-of-information or change-of-ownership filings for CMS Certification Numbers 33-7021, 33-7022, 33-7023, 33-7024, 33-7025, 33-7026, 33-7027, and 33-7028 (New York facilities) and 39-6011, 39-6012, and 39-6013 (Pennsylvania facilities), coordinating with Keystone MAC Services, LLC, as the applicable Medicare Administrative Contractor; and
(d) Medicaid, Managed Care, and Other Payor Filings — Any Medicaid enrollment or re-enrollment filings, managed care organization credentialing or re-credentialing submissions, and other payor notification or assignment filings as may be required in connection with the change of ownership, including filings with or notifications to Meridian Shield Health Plans, Inc. and any other contracted health plan or payor.
The authorized signatories are further authorized to engage, on behalf of the Company and at the Company's expense, such regulatory consultants, healthcare attorneys, and other advisors as may be necessary or appropriate to assist in the preparation and prosecution of such filings.
Resolution 5 — Engagement and Compensation of Advisors
RESOLVED, that the engagement of the following advisors in connection with the transactions contemplated by the APA is hereby ratified, confirmed, and approved in all respects:
(a) Whitfield, Ames & Greer LLP — serving as Seller's Counsel (Lead Partner: Catherine Greer), pursuant to the engagement letter dated January 8, 2025, as amended;
(b) Bellweather Partners LLP — serving as Seller's Investment Bank (Engagement Lead: Daniel Kerrigan), pursuant to the engagement letter dated December 3, 2024, as amended, providing for a success fee of Two Million Eight Hundred Thousand Dollars ($2,800,000), payable upon the Closing; and
(c) Northern Crest Insurance Brokers, LLC — serving as the Company's Insurance Broker (Account Executive: Michael Torrance), in connection with tail insurance policies and related insurance matters.
The authorized signatories are further authorized and directed to pay, or cause to be paid, all transaction expenses of the Company, including the fees, costs, and disbursements of the foregoing advisors, from the proceeds of the sale at the Closing, in accordance with the terms of the APA and the applicable engagement letters.
Resolution 6 — Insurance Matters
RESOLVED, that the authorized signatories identified in Resolution 3 above are authorized and directed to procure, prior to the Closing, the following insurance coverages on behalf of the Company:
(a) Professional Liability Tail Coverage — A three (3)-year extended reporting period (tail) professional liability insurance policy from Ridgeline Specialty Insurance Company, with terms and limits consistent with the Company's existing professional liability coverage, at an estimated premium of Four Hundred Seventy-Five Thousand Dollars ($475,000); and
(b) Directors' and Officers' Liability Tail Coverage — A three (3)-year extended reporting period (tail) directors' and officers' liability insurance policy from Ridgeline Specialty Insurance Company, with terms and limits consistent with the Company's existing directors' and officers' liability coverage, at an estimated premium of One Hundred Twenty Thousand Dollars ($120,000).
The authorized signatories are further authorized to cooperate with Buyer in connection with the placement of the representations and warranties insurance policy by Keystone Mutual Assurance Company (anticipated policy limit: Thirty-Five Million Dollars ($35,000,000); anticipated retention: Two Million One Hundred Thousand Dollars ($2,100,000)), including by providing such information, documents, and access to the Company's books, records, and personnel as may be reasonably requested by the insurer or its underwriting agents.
Resolution 7 — Real Property Matters
RESOLVED, that the authorized signatories identified in Resolution 3 above are authorized and directed to execute, deliver, and cause to be recorded, on behalf of the Company, all conveyance instruments, deeds, affidavits of title, and transfer tax forms necessary to convey to Buyer the Company's owned real properties, including:
(a) the property located at the Company's Rochester Main facility (appraised value: Six Million Nine Hundred Thousand Dollars ($6,900,000)); and
(b) the property located at the Company's Syracuse facility (appraised value: Four Million Nine Hundred Thousand Dollars ($4,900,000)).
The authorized signatories are further authorized to execute and deliver assignments of all leased property interests, together with all landlord consents, estoppel certificates, subordination, non-disturbance, and attornment agreements, and other related instruments, in connection with the nine (9) leases to which the Company is a party (aggregate annual base rent: Two Million Seven Hundred Forty Thousand Dollars ($2,740,000)). The authorized signatories are further authorized to negotiate and agree to such modifications to the terms of any such lease assignment or related instrument as may be reasonably required by the applicable landlord or Buyer.
Resolution 8 — Distribution of Proceeds
RESOLVED, that following the Closing and the payment of all transaction expenses (including, without limitation, the fees, costs, and disbursements of the Company's legal counsel, investment banker, insurance broker, and all other advisors, and all transfer taxes, recording fees, and other costs incurred in connection with the transactions), the net proceeds from the sale shall be distributed to the Members in accordance with their respective membership interests:
(a) sixty percent (60%) to Dr. Raymond Alcott; and
(b) forty percent (40%) to Dr. Nadia Petrosian;
in each case, subject to amounts held in escrow pursuant to the Escrow Agreement and any holdback or reserve established by the Co-Managing Members in their reasonable discretion to satisfy post-Closing obligations of the Company. The authorized signatories are authorized to establish such reserves and holdbacks as they may deem necessary or appropriate and to make interim and final distributions to the Members at such times and in such amounts as they may determine consistent with the foregoing.
Resolution 9 — General Authority
RESOLVED, that each of the authorized signatories identified in Resolution 3 above is hereby authorized and empowered, acting individually, to take such further actions, execute and deliver such further documents, instruments, and agreements, and incur such further expenses as any of them may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the taking of any such action, execution and delivery of any such document, or incurrence of any such expense to be conclusive evidence of such authorized signatory's determination that such action, document, or expense is necessary, desirable, or appropriate; and it is further
RESOLVED, that all actions heretofore taken by the Members, the Co-Managing Members, the officers, employees, legal counsel, investment bankers, and other agents and representatives of the Company in connection with the negotiation, documentation, and preparation for the consummation of the foregoing transactions are hereby ratified, confirmed, and approved in all respects, as though such actions had been authorized by appropriate resolutions adopted prior to the taking of such actions.
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EXECUTION PAGE TO UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
IN WITNESS WHEREOF, the undersigned Members have executed this Unanimous Written Consent effective as of June 10, 2025.
________________________________________
Dr. Raymond Alcott Co-Managing Member 60% Membership Interest
Address: 14 Tobey Trail
Pittsford, New York 14534
Date: ________
________________________________________
Dr. Nadia Petrosian Co-Managing Member 40% Membership Interest
Address: 2801 Elmwood Avenue
Brighton, New York 14618
Date: ________
EXHIBIT B
CERTIFICATE OF GOOD STANDING
OF
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
[Placeholder for Attachment of Certified Copy]
Attached behind this cover page is a true, correct, and complete certified copy of the Certificate of Good Standing (or Certificate of Existence) of Lakewood Regional Health Partners, LLC, issued by the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code.
Entity Name: Lakewood Regional Health Partners, LLC
State of Formation: New York
Date of Formation: March 14, 2014
Certificate Date: This Certificate of Good Standing is dated not more than five (5) business days prior to the Closing Date of June 16, 2025.
Note: The original or certified copy of the Certificate of Good Standing issued by the New York Department of State is attached immediately behind this cover page. In the event of any discrepancy between the information set forth on this cover page and the information contained in the attached Certificate, the attached Certificate shall control.
[Original or Certified Copy Attached Behind This Page]
EXHIBIT C
INCUMBENCY CERTIFICATE
OF
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
a New York limited liability company
Dated: June 16, 2025
Introductory Paragraph.  I, Gretchen Unger, Chief Operating Officer of Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Company"), hereby certify that each of the following Persons holds the office or position set forth opposite his or her name below, has held such office or position continuously at all relevant times in connection with the negotiation, execution, delivery, and performance of that certain Asset Purchase Agreement, dated as of June 16, 2025 (the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), and the Company ("Seller"), and that the specimen signature set forth opposite his or her name is the true, genuine, and authentic signature of such Person.
Incumbency Table.  
Confirmation.  Each of the above-named Persons is duly elected or appointed to the office or position set forth opposite his or her name and is duly authorized to execute and deliver, on behalf of the Company, the Asset Purchase Agreement, each Ancillary Agreement (as defined in the APA), and all other documents, instruments, certificates, and agreements required to be executed and delivered by the Company in connection with the transactions contemplated thereby. The authority of each such Person continues in full force and effect and has not been revoked, rescinded, or modified in any respect as of the date hereof.
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EXECUTION PAGE TO INCUMBENCY CERTIFICATE OF LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of the date first written above.
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
By: ________
Name: Gretchen Unger
Title: Chief Operating Officer
Date: ________
Counter-Certification.  I, Dr. Raymond Alcott, Co-Managing Member of Lakewood Regional Health Partners, LLC (the "Company"), hereby confirm that Gretchen Unger holds the office of Chief Operating Officer of the Company, that she has held such office continuously at all relevant times in connection with the negotiation, execution, delivery, and performance of the APA and the transactions contemplated thereby, and that the specimen signature set forth opposite her name in the Incumbency Table above is the true, genuine, and authentic signature of Gretchen Unger. Ms. Unger is duly authorized to execute and deliver this Incumbency Certificate and the Secretary's Certificate to which it is attached, in each case acting in a secretarial capacity on behalf of the Company.
________________________________________
Dr. Raymond Alcott Co-Managing Member Lakewood Regional Health Partners, LLC
Date: ________
Name | Title / Office | Specimen Signature
Dr. Raymond Alcott | Co-Managing Member | _____
Dr. Nadia Petrosian | Co-Managing Member / Medical Director | _____
Gretchen Unger | Chief Operating Officer | _____

SECRETARY'S CERTIFICATE

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

STATE OF NEW YORK COUNTY OF MONROE

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF THE MEMBERS

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

EXHIBIT B

CERTIFICATE OF GOOD STANDING

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

EXHIBIT C

INCUMBENCY CERTIFICATE

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

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