Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, NY 10020 C&H Matter No.: 1006-00001
OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
Delivered Pursuant to Section 4.01 of the Mezzanine Credit Agreement dated as of April 22, 2021
April 22, 2021
Addressee:
Ironwood Capital Finance LLC 600 Lexington Avenue, 22nd Floor New York, NY 10022
Attention: Derek Calloway, Managing Director
Copies to:
Whitfield & Rao LLP 51 West 52nd Street, 34th Floor New York, NY 10019
Attention: Naveen Rao
Pinnacle Commercial Bank, N.A. 127 Public Square, Suite 4000 Cleveland, OH 44114
Attention: Todd Brennan
Tavrenis & Lennox LLP 200 Superior Avenue, Suite 2600 Cleveland, OH 44114
Attention: Margaret Lennox
RECITALS
Reference is hereby made to that certain Mezzanine Credit Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), by and among Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Borrower" or the "Company"), and Ironwood Capital Finance LLC, a Delaware limited liability company (in its capacity as the lender thereunder, the "Lender"), pursuant to which the Lender has agreed to extend to the Borrower a subordinated secured mezzanine term loan in the aggregate principal amount of Twenty Million Dollars ($20,000,000) (the "Mezzanine Term Loan"), subject to the terms and conditions set forth therein.
This Officer's Certificate (this "Certificate") is delivered to the Lender pursuant to Section 4.01 of the Mezzanine Credit Agreement, in satisfaction of certain conditions precedent to the initial borrowing under the Mezzanine Credit Agreement in connection with the funding of the Mezzanine Term Loan on the date hereof.
Each of the undersigned, Patricia "Trish" Gallagher, in her capacity as Chief Financial Officer of the Company, and Raymond Cho, in his capacity as General Counsel and Secretary of the Company, hereby certifies, represents, and warrants to the Lender, and acknowledges that the Lender is relying upon the certifications, representations, and warranties contained herein in connection with the closing of the transactions contemplated by the Mezzanine Credit Agreement. Each of the undersigned is a duly appointed and authorized officer of the Company, with full power and authority to execute and deliver this Certificate on behalf of the Company and to make the certifications, representations, and warranties set forth herein. Each of the undersigned has reviewed the Mezzanine Credit Agreement and the ancillary documents described herein, and has undertaken such investigation and inquiry as he or she has deemed necessary and appropriate in order to make the certifications, representations, and warranties contained in this Certificate.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Mezzanine Credit Agreement.
SECTION 1: ORGANIZATION AND GOOD STANDING
Each of the undersigned hereby certifies as follows with respect to the organization and good standing of the Company and its subsidiary:
(a) Crestline Packaging Solutions LLC. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio. The Company was formed by the filing of its Certificate of Formation with the Ohio Secretary of State and has maintained its status as a limited liability company in good standing continuously since the date of its formation. The following information is true, correct, and complete as of the date hereof:
(i) Ohio Secretary of State Filing No.: 4217835
(ii) Employer Identification Number (EIN): 31-1784562
(iii) Principal Place of Business: 4510 Harshman Road, Dayton, OH 45424
(iv) Jurisdiction of Organization: State of Ohio
(v) Date of Formation: As reflected in the Certificate of Formation attached hereto as Exhibit A
The Company has not been dissolved, merged, converted, or otherwise terminated, and no proceeding is pending or, to the knowledge of the undersigned, threatened for the dissolution, merger, conversion, or termination of the Company. The Company is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.
(b) Crestline Coatings Inc. Crestline Coatings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. The following information is true, correct, and complete as of the date hereof:
(i) Ohio Secretary of State Filing No.: 4389201
(ii) Employer Identification Number (EIN): 31-2093417
(iii) Registered Address: 4510 Harshman Road, Dayton, OH 45424
(iv) Jurisdiction of Incorporation: State of Ohio
Crestline Coatings Inc. is a wholly owned subsidiary of the Company. One hundred percent (100%) of the issued and outstanding shares of capital stock of Crestline Coatings Inc. are owned, directly and beneficially, by the Company, free and clear of all liens, claims, and encumbrances (other than the lien created by the Pledge Agreement described herein and restrictions on transfer under applicable securities laws and the organizational documents of Crestline Coatings Inc.). Crestline Coatings Inc. has not been dissolved, merged, converted, or otherwise terminated, and no proceeding is pending or, to the knowledge of the undersigned, threatened for the dissolution, merger, conversion, or termination of Crestline Coatings Inc.
(c) Power and Authority. The Company has the limited liability company power and authority to own, lease, and operate its properties, to conduct its business as presently conducted, including the business of specialty packaging and industrial chemical coatings for the food and beverage sector, and to enter into, execute, deliver, and perform its obligations under the Mezzanine Credit Agreement and each of the ancillary documents contemplated thereby, including, without limitation, the Mezzanine Promissory Note, the Security Agreement (Second Lien), the Intercreditor Agreement, the Pledge Agreement, and the Warrant Agreement (collectively with the Mezzanine Credit Agreement, the "Mezzanine Loan Documents"). The execution, delivery, and performance by the Company of the Mezzanine Loan Documents do not and will not violate or conflict with the Certificate of Formation or Operating Agreement of the Company, any applicable law, regulation, order, or decree, or any material agreement or instrument to which the Company is a party or by which it or its properties are bound.
SECTION 2: ORGANIZATIONAL DOCUMENTS
Each of the undersigned hereby certifies as follows with respect to the organizational documents of the Company and its subsidiary:
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC, as filed with the Ohio Secretary of State, together with all amendments thereto as of the date hereof. The Certificate of Formation, as so amended, is in full force and effect, and no further amendments, modifications, or supplements thereto have been filed or are pending.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, as currently in effect, together with all amendments, modifications, and supplements thereto as of the date hereof. The Amended and Restated Operating Agreement, as so amended, is in full force and effect, and no further amendments, modifications, or supplements thereto have been adopted or are pending.
(c) No amendments, modifications, restatements, or supplements to the Certificate of Formation or the Amended and Restated Operating Agreement of the Company have been made, proposed, or adopted since the dates of the copies attached hereto as Exhibits A and B, respectively, and no proceedings for any such amendment, modification, restatement, or supplement are pending or, to the knowledge of the undersigned, contemplated. The copies of such documents attached hereto are the only organizational documents of the Company in effect as of the date hereof.
(d) Attached hereto as Exhibit C is a true, correct, and complete copy of the Articles of Incorporation (Certificate of Incorporation) of Crestline Coatings Inc., as filed with the Ohio Secretary of State, together with all amendments thereto as of the date hereof. The Articles of Incorporation, as so amended, are in full force and effect, and no further amendments, modifications, or supplements thereto have been filed or are pending.
SECTION 3: AUTHORIZATION AND RESOLUTIONS
Each of the undersigned hereby certifies as follows with respect to the authorization of the transactions contemplated by the Mezzanine Loan Documents:
(a) Member Resolutions. Attached hereto as Exhibit D is a true, correct, and complete copy of the written consent and resolutions (the "Member Resolutions") of the Members of Crestline Packaging Solutions LLC, duly adopted as of April 19, 2021, in accordance with the Amended and Restated Operating Agreement of the Company and applicable provisions of the Ohio Revised Code. The Member Resolutions authorize, among other things, the following actions:
(i) The execution, delivery, and performance by the Company of the Mezzanine Credit Agreement, dated as of April 22, 2021, by and between the Company and Ironwood Capital Finance LLC, providing for a subordinated secured mezzanine term loan in the aggregate principal amount of Twenty Million Dollars ($20,000,000);
(ii) The execution, delivery, and performance by the Company of all ancillary documents and instruments contemplated by or delivered in connection with the Mezzanine Credit Agreement, including, without limitation:
(A) the Mezzanine Promissory Note in the principal amount of $20,000,000, payable to the order of Ironwood Capital Finance LLC;
(B) the Security Agreement (Second Lien), dated as of April 22, 2021, by and between the Company and Ironwood Capital Finance LLC, granting a second-priority security interest in substantially all assets of the Company;
(C) the Intercreditor Agreement, dated as of April 22, 2021, by and among Pinnacle Commercial Bank, N.A., in its capacity as administrative agent and collateral agent under the Senior Credit Agreement (the "Senior Agent"), Ironwood Capital Finance LLC, in its capacity as the mezzanine lender (the "Mezzanine Lender"), and the Company, setting forth the relative priorities, rights, and remedies of the Senior Agent and the Mezzanine Lender with respect to the collateral;
(D) the Pledge Agreement, dated as of April 22, 2021, by and between the Company and Ironwood Capital Finance LLC, pursuant to which the Company pledges one hundred percent (100%) of the membership interests in Crestline Coatings Inc. to Ironwood Capital Finance LLC as collateral for the obligations under the Mezzanine Credit Agreement; and
(E) the Warrant Agreement, dated as of April 22, 2021, by and between the Company and Ironwood Capital Finance LLC, granting Ironwood Capital Finance LLC warrants to acquire two and one-half percent (2.5%) of the fully diluted equity interests of the Company at an exercise price of One Dollar ($1.00) per unit, subject to the terms and conditions set forth therein;
(iii) The payment of an origination fee in the amount of Four Hundred Thousand Dollars ($400,000), representing two percent (2.00%) of the principal amount of the Mezzanine Term Loan, to Ironwood Capital Finance LLC at the closing of the transactions contemplated by the Mezzanine Credit Agreement;
(iv) The granting of a second-priority lien on substantially all assets of the Company in favor of Ironwood Capital Finance LLC, subordinate in all respects to the first-priority liens granted in favor of Pinnacle Commercial Bank, N.A. under that certain Senior Credit Agreement, dated as of September 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Credit Agreement"), by and among the Company and Pinnacle Commercial Bank, N.A.;
(v) The authorization and designation of Gerald F. Novak, Chief Executive Officer, Patricia "Trish" Gallagher, Chief Financial Officer, and Raymond Cho, General Counsel and Secretary, each as authorized officers of the Company, with full power and authority to execute and deliver, on behalf of the Company, the Mezzanine Credit Agreement and each of the ancillary documents contemplated thereby, and to take all actions necessary or desirable in connection therewith; and
(vi) The use of the proceeds of the Mezzanine Term Loan solely for capital expenditures related to the Dayton, Ohio plant expansion project (the "Dayton Expansion Project"), having a total estimated project cost of Twenty-Eight Million Five Hundred Thousand Dollars ($28,500,000), consisting of (A) the Mezzanine Term Loan in the aggregate principal amount of $20,000,000 and (B) an equity co-investment in the amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) to be contributed by Ridgeway Capital Partners Fund III, L.P., a Delaware limited partnership.
(b) Continuing Effectiveness. The Member Resolutions have not been amended, modified, supplemented, rescinded, or revoked in whole or in part and remain in full force and effect as of the date hereof. No other resolutions or consents have been adopted by the Members of the Company that would amend, modify, supersede, or conflict with the Member Resolutions, and no proceedings for the adoption of any such resolutions or consents are pending or, to the knowledge of the undersigned, contemplated.
(c) Ownership Structure. The ownership of the membership interests of the Company as of the date hereof is as follows:
(i) Ridgeway Capital Partners Fund III, L.P., a Delaware limited partnership (whose general partner is Ridgeway Capital Management III LLC, a Delaware limited liability company), holds seventy-eight percent (78%) of the membership interests of the Company; and
(ii) Management and founders of the Company collectively hold twenty-two percent (22%) of the membership interests of the Company.
(d) Requisite Member Approval. The Member Resolutions were duly adopted by the holders of the requisite percentage of membership interests of the Company required under the Amended and Restated Operating Agreement for approval of the transactions contemplated by the Mezzanine Loan Documents. All requisite member approval thresholds under the Amended and Restated Operating Agreement have been satisfied, and no additional member vote, consent, or approval is required in connection with the execution, delivery, and performance by the Company of the Mezzanine Loan Documents or the consummation of the transactions contemplated thereby.
SECTION 4: INCUMBENCY AND SPECIMEN SIGNATURES
Each of the undersigned hereby certifies that the following persons are the duly elected or appointed officers and authorized representatives of the Company whose names, titles, and genuine specimen signatures appear below. Each such person (a) holds the office set forth opposite his or her name, (b) was duly elected or appointed to such office in accordance with the Amended and Restated Operating Agreement of the Company, (c) continues to hold such office as of the date hereof, and (d) is duly authorized to execute and deliver, on behalf of the Company, each of the Mezzanine Loan Documents and any other documents, instruments, agreements, or certificates to which the Company is a party or that are required to be delivered in connection with the Mezzanine Credit Agreement. The signature set forth opposite each such person's name below is the genuine signature of such person:
Each such person was duly authorized, as of the date hereof and as of the date of execution and delivery of each of the Mezzanine Loan Documents, to execute and deliver each such document on behalf of the Company. No other person has been authorized to execute or deliver any Mezzanine Loan Document on behalf of the Company, and no revocation, limitation, or modification of the authority of any such person has occurred or is pending.
SECTION 5: NO DEFAULT
Each of the undersigned hereby certifies as follows:
(a) As of the date hereof and after giving effect to the transactions contemplated by the Mezzanine Credit Agreement, including the incurrence of the Mezzanine Term Loan, the granting of the second-priority liens on the Company's assets, the execution and delivery of the Mezzanine Loan Documents, the payment of the origination fee, and the application of the proceeds of the Mezzanine Term Loan, no Default or Event of Default (as each such term is defined in the Mezzanine Credit Agreement) has occurred and is continuing, and no Default or Event of Default would result from the consummation of the mezzanine financing or any of the other transactions contemplated by the Mezzanine Loan Documents.
(b) As of the date hereof and after giving effect to the transactions contemplated by the Mezzanine Credit Agreement, no default or event of default exists or would result under the Senior Credit Agreement, dated as of September 12, 2019, by and among the Company and Pinnacle Commercial Bank, N.A., providing for a revolving credit facility in the aggregate principal amount of up to Thirty-Five Million Dollars ($35,000,000) and a term loan in the original aggregate principal amount of Twenty-Five Million Dollars ($25,000,000). The Company is in compliance with all covenants, terms, and conditions of the Senior Credit Agreement, and the incurrence of the Mezzanine Term Loan and the granting of the second-priority liens in connection therewith are permitted under the Senior Credit Agreement (as consented to by Pinnacle Commercial Bank, N.A.).
(c) The consent of Pinnacle Commercial Bank, N.A., in its capacity as the Senior Agent under the Senior Credit Agreement, to the mezzanine financing contemplated by the Mezzanine Credit Agreement, was duly received by the Company on March 15, 2021, and such consent has not been revoked, withdrawn, modified, or made subject to any additional conditions since the date thereof. A copy of such consent letter has been delivered to the Lender.
SECTION 6: NO MATERIAL ADVERSE EFFECT
Each of the undersigned hereby certifies that since December 31, 2020, which is the date of the most recent audited financial statements of the Company (audited by Braddock & Associates CPAs, with Kenneth Braddock serving as engagement partner) (the "Reference Date"), there has been no Material Adverse Effect (as defined in the Mezzanine Credit Agreement) on the business, operations, financial condition, assets, liabilities, results of operations, or prospects of the Company or Crestline Coatings Inc., individually or taken as a whole.
As of the Reference Date, the Company reported audited revenue of Eighty-Seven Million Three Hundred Thousand Dollars ($87,300,000) and audited EBITDA (as defined in the Mezzanine Credit Agreement) of Fourteen Million One Hundred Thousand Dollars ($14,100,000), in each case as set forth in the audited financial statements of the Company for the fiscal year ended December 31, 2020, which were delivered to the Lender prior to the date hereof.
Since the Reference Date, there has been no event, circumstance, development, change, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. The Company's business has been conducted in the ordinary course consistent with past practice, and no material litigation, regulatory action, environmental liability, or other contingent liability has arisen since the Reference Date that would reasonably be expected to result in a Material Adverse Effect.
SECTION 7: REPRESENTATIONS AND WARRANTIES
Each of the undersigned hereby certifies that each of the representations and warranties of the Company contained in the Mezzanine Credit Agreement (including, without limitation, Article V thereof) and in each of the ancillary Mezzanine Loan Documents is true and correct in all material respects as of the date hereof, with the same effect as if made on and as of the date hereof (or, to the extent that any such representation or warranty expressly relates to an earlier date, true and correct in all material respects as of such earlier date); provided, that to the extent that any such representation or warranty is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date hereof (or as of such earlier date, as applicable).
Without limiting the generality of the foregoing, each of the undersigned confirms the truth and correctness of the following specific representations and warranties as of the date hereof:
(a) The Company's principal place of business is located at 4510 Harshman Road, Dayton, OH 45424, and such address has not changed since the date of the most recent notice to the Lender.
(b) The exact legal name of the Company, as set forth in its Certificate of Formation filed with the Ohio Secretary of State, is "Crestline Packaging Solutions LLC." The Company does not conduct business under any trade name or assumed name other than its legal name, except as disclosed in the Mezzanine Credit Agreement.
(c) The Company has no subsidiaries other than Crestline Coatings Inc. The Company does not hold, directly or indirectly, any equity interest in any other person or entity other than Crestline Coatings Inc.
(d) As of the most recent measurement date, the outstanding senior debt of the Company under the Senior Credit Agreement consists of (i) Eighteen Million Two Hundred Thousand Dollars ($18,200,000) drawn and outstanding on the revolving credit facility and (ii) Twenty-One Million Eight Hundred Seventy-Five Thousand Dollars ($21,875,000) outstanding on the term loan, for a total outstanding senior debt of Forty Million Seventy-Five Thousand Dollars ($40,075,000).
(e) After giving effect to the incurrence of the Mezzanine Term Loan in the principal amount of $20,000,000, the total funded debt of the Company will be Sixty Million Seventy-Five Thousand Dollars ($60,075,000), resulting in a Total Leverage Ratio of approximately 4.26 to 1.00 (calculated as total funded debt of $60,075,000 divided by 2020 EBITDA of $14,100,000), which is within the maximum Total Leverage Ratio of 4.75 to 1.00 permitted under Section 7.11 of the Mezzanine Credit Agreement.
SECTION 8: CONDITIONS PRECEDENT SATISFACTION
Each of the undersigned hereby certifies that all conditions precedent to the initial borrowing under the Mezzanine Credit Agreement, as set forth in Section 4.01 thereof, have been satisfied or waived by the Lender as of the date hereof. Without limiting the generality of the foregoing, each of the undersigned confirms that the following conditions precedent have been satisfied:
(a) The Mezzanine Credit Agreement has been duly executed and delivered by the Company and the Lender, and each of the following ancillary Mezzanine Loan Documents has been duly executed and delivered by the respective parties thereto: (i) the Mezzanine Promissory Note in the principal amount of $20,000,000; (ii) the Security Agreement (Second Lien); (iii) the Intercreditor Agreement among Pinnacle Commercial Bank, N.A. (as Senior Agent), Ironwood Capital Finance LLC (as Mezzanine Lender), and the Company; (iv) the Pledge Agreement, pursuant to which the Company pledges 100% of the membership interests in Crestline Coatings Inc.; and (v) the Warrant Agreement granting Ironwood Capital Finance LLC warrants for 2.5% of fully diluted equity at an exercise price of $1.00 per unit.
(b) The legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Lender and dated as of the date hereof, has been delivered to the Lender, in form and substance satisfactory to the Lender and its counsel.
(c) The consent letter of Pinnacle Commercial Bank, N.A., dated as of March 15, 2021, consenting to the incurrence of the Mezzanine Term Loan, the granting of second-priority liens in connection therewith, and the execution, delivery, and performance of the Mezzanine Loan Documents, has been delivered to the Lender.
(d) This Officer's Certificate, together with all exhibits attached hereto, has been delivered to the Lender.
(e) The origination fee in the amount of Four Hundred Thousand Dollars ($400,000) has been paid by the Company to the Lender (or will be deducted from the proceeds of the Mezzanine Term Loan at closing in accordance with Section 2.03 of the Mezzanine Credit Agreement).
(f) All organizational documents of the Company and Crestline Coatings Inc. (including the Certificate of Formation, Amended and Restated Operating Agreement, and Articles of Incorporation), certificates of good standing issued by the Ohio Secretary of State, and results of UCC financing statement and lien searches conducted with respect to the Company and Crestline Coatings Inc. in the applicable jurisdictions, have been delivered to the Lender or are being delivered concurrently herewith.
SECTION 9: USE OF PROCEEDS CONFIRMATION
Each of the undersigned hereby confirms that the proceeds of the Mezzanine Term Loan in the aggregate principal amount of Twenty Million Dollars ($20,000,000) will be used solely for capital expenditures related to the Dayton, Ohio plant expansion project (the "Dayton Expansion Project"), in accordance with Section 6.10 of the Mezzanine Credit Agreement. The anticipated allocation of the Mezzanine Term Loan proceeds is as follows:
(a) Construction and build-out of a new 62,000 square foot coating line facility at the Company's existing Dayton, Ohio campus: approximately Twelve Million Eight Hundred Thousand Dollars ($12,800,000);
(b) Acquisition and installation of packaging automation equipment: approximately Five Million Seven Hundred Thousand Dollars ($5,700,000); and
(c) Working capital for the ramp-up of operations at the new facility: approximately One Million Five Hundred Thousand Dollars ($1,500,000).
In addition to the Mezzanine Term Loan proceeds, Ridgeway Capital Partners Fund III, L.P. will contribute an equity co-investment in the amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) toward the total estimated project cost of the Dayton Expansion Project, which is Twenty-Eight Million Five Hundred Thousand Dollars ($28,500,000). The Company confirms that no proceeds of the Mezzanine Term Loan will be used for any purpose other than as described above, including, without limitation, for any purpose prohibited by Section 6.10 or Article VII of the Mezzanine Credit Agreement.
EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
• Exhibit A: Certificate of Formation of Crestline Packaging Solutions LLC (as filed with the Ohio Secretary of State, together with all amendments thereto)
• Exhibit B: Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC (together with all amendments thereto)
• Exhibit C: Articles of Incorporation of Crestline Coatings Inc. (as filed with the Ohio Secretary of State, together with all amendments thereto)
• Exhibit D: Written Consent / Resolutions of the Members of Crestline Packaging Solutions LLC, adopted as of April 19, 2021, authorizing the mezzanine financing and the transactions contemplated by the Mezzanine Loan Documents
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above. Each of the undersigned makes the certifications, representations, and warranties set forth herein in his or her capacity as an authorized officer of the Company and not in any individual capacity, and acknowledges that the Lender is relying upon such certifications, representations, and warranties in connection with the closing of the transactions contemplated by the Mezzanine Credit Agreement.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Patricia "Trish" Gallagher
Title: Chief Financial Officer
Date: April 22, 2021
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Raymond Cho
Title: General Counsel / Secretary
Date: April 22, 2021
COUNTER-CERTIFICATION
Each of the undersigned signing officers hereby provides the following cross-certification as to the incumbency and genuineness of the signature of the other signing officer:
Cross-Certification of Patricia "Trish" Gallagher. The undersigned, Patricia "Trish" Gallagher, Chief Financial Officer of Crestline Packaging Solutions LLC, hereby certifies, to the best of her knowledge, information, and belief, that the signature of Raymond Cho appearing above on this Officer's Certificate is the genuine signature of Raymond Cho, and that Raymond Cho currently holds the office of General Counsel and Secretary of the Company, having been duly appointed to such office in accordance with the Company's Amended and Restated Operating Agreement, and continues to serve in such capacity as of the date hereof.
By: ________
Name: Patricia "Trish" Gallagher
Title: Chief Financial Officer
Date: April 22, 2021
Cross-Certification of Raymond Cho. The undersigned, Raymond Cho, General Counsel and Secretary of Crestline Packaging Solutions LLC, hereby certifies, to the best of his knowledge, information, and belief, that the signature of Patricia "Trish" Gallagher appearing above on this Officer's Certificate is the genuine signature of Patricia "Trish" Gallagher, and that Patricia "Trish" Gallagher currently holds the office of Chief Financial Officer of the Company, having been duly appointed to such office in accordance with the Company's Amended and Restated Operating Agreement, and continues to serve in such capacity as of the date hereof.
By: ________
Name: Raymond Cho
Title: General Counsel / Secretary
Date: April 22, 2021
[Exhibits A through D follow this page]
| Name | Title | Specimen Signature |
| Gerald F. Novak | Chief Executive Officer | _____ |
| Patricia "Trish" Gallagher | Chief Financial Officer | _____ |
| Raymond Cho | General Counsel / Secretary | _____ |