Contract analysis

Section 1: Parties 1.1 Borrower Meridian Consumer Brands LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "Borrower"). Principal Office: 401 West 33rd Street, Suite 1200, New York, NY 10001 Employer Identification Number (EIN): 84-3291057 State of Organization: Delaware Organizational ID: To be confirmed during due diligence The Borrower is a consumer products

Section 2: Facility Overview 2.1 Type of Facility Senior secured asset-based revolving credit facility (the "ABL Revolver" or the "Facility"). The Facility shall be a revolving credit facility, permitting the Borrower to borrow, repay, and re-borrow amounts from time to time during the term of the Facility, subject at all times to the limitations set forth herein, including the Borrowing Base and the Commitment Amoun

Section 3: Borrowing Base 3.1 Definition The "Borrowing Base" at any time of determination shall be equal to the sum of: (a) eighty-five percent (85%) of the aggregate amount of Eligible Receivables at such time (the "Receivables Component"); plus (b) the lesser of (i) of the Net Orderly Liquidation Value ("NOLV") of Eligible Inventory at such time, and (ii) a dollar cap to be mutually agreed upon by the Lender and t

Section 4: Interest Rate and Fees 4.1 Interest Rate Revolving loans under the Facility shall bear interest at a rate per annum equal to: Adjusted Term SOFR + Applicable Margin For purposes of this term sheet: (a) "Adjusted Term SOFR" means the Term SOFR rate as published by CME Group (or a successor administrator acceptable to the Lender) for an interest period of one (1) month, as adjusted for any applicable credit

Section 5: Collateral 5.1 ABL Priority Collateral (First-Priority Lien) The obligations of the Borrower and the Guarantors under the Facility shall be secured by a first-priority perfected security interest (subject to customary permitted liens) in the following assets of the Borrower and each Guarantor (collectively, the "ABL Priority Collateral"): (a) All accounts receivable, including all rights to payment arising

Section 6: Conditions Precedent to Closing The obligation of the Lender to close the Facility and to make any revolving loan or other credit extension thereunder shall be subject to the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent: 6.1 Due Diligence Satisfactory completion, in the of the Lender's business, financial, legal, and collateral due diligence wi

Section 7: Representations and Warranties The definitive credit agreement shall contain representations and warranties by the Borrower and the Guarantors that are customary for asset-based revolving credit facilities of this nature, type, and size. Such representations and warranties shall include, without limitation, the following: (a) Organization and Good Standing. The Borrower and each Guarantor is duly organized

Section 8: Affirmative Covenants The definitive credit agreement shall contain affirmative covenants that are customary for asset-based revolving credit facilities of this nature. Such affirmative covenants shall include, without limitation, the following: (a) Monthly Borrowing Base Certificates. The Borrower shall deliver to the Lender a borrowing base certificate, in form and substance satisfactory to the Lender, w

Section 9: Negative Covenants The definitive credit agreement shall contain negative covenants that are customary for asset-based revolving credit facilities of this nature. Such negative covenants shall include, without limitation, the following: (a) Limitations on Indebtedness. The Borrower and its subsidiaries shall not create, incur, assume, or suffer to exist any indebtedness, other than (i) indebtedness under t

Section 10: Events of Default The definitive credit agreement shall contain events of default that are customary for asset-based revolving credit facilities of this nature, type, and size. Such events of default (each, an "Event of Default") shall include, without limitation, the following: (a) Non-Payment. Failure by the Borrower to pay (i) any principal of any revolving loan when due, (ii) any interest on any revol

Section 11: Reporting Requirements Summary The Borrower shall deliver to the Lender each of the following reports and certificates during the term of the Facility, in each case in form and substance satisfactory to the Lender: The Lender may, during a Cash Dominion Period or during the continuance of an Event of Default, require more frequent delivery of borrowing base certificates (including weekly or bi-weekly deli

Section 12: Miscellaneous / General Provisions 12.1 Documentation All definitive loan documents, including the credit agreement, security agreement, guaranty, intercreditor agreement, and all ancillary documents, shall be prepared by the Lender's counsel, Whitfield Ames LLP, and shall be in form and substance The Borrower and its counsel shall have a reasonable opportunity to review, comment upon, and negotiate the t

Section 13: Indicative Timeline The following timeline is indicative only and is subject to change based on the progress of due diligence, negotiation, and other factors. No assurance is given that the Facility will close within the timeline set forth below or at all. The Borrower's prompt cooperation in providing information, access, and documentation requested by the Lender and its advisors will be essential to ach

Section 14: Key Contacts Ridgeline National Bank, N.A. Ridgeline National Bank, National Association 200 Tryon Street Charlotte, NC 28202 Lender's Counsel — Whitfield Ames LLP Whitfield Ames LLP 1585 Broadway, 34th Floor New York, NY 10036 ACKNOWLEDGMENT AND DISCLAIMER This Indicative Term Sheet is provided for discussion purposes only and is not a commitment by Ridgeline National Bank, National Association to provid