Contract analysis

I. Purpose and Summary of Request The purpose of this memorandum is to document the conflicts clearance process undertaken in connection with the proposed new engagement of Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company headquartered at 440 Park Avenue South, 18th Floor, New York, NY 10016. Calderwood & Harkness LLP (the "Firm") has been asked to serve as buyer's counsel to M

II. Proposed Client Identification The following information has been gathered with respect to the proposed client and its key personnel: Client: Meridian Consumer Brands LLC • Employer Identification Number (EIN): 83-2947106 • Entity Type: Limited Liability Company organized under the laws of the State of Delaware • Principal Place of Business: 440 Park Avenue South, 18th Floor, New York, NY 10016 • CEO & Managing M

III. Related / Affiliated Parties Checked In accordance with the Firm's conflicts clearance procedures, the following parties were identified as related or affiliated persons and entities relevant to the proposed engagement. Each party listed below was included in the conflicts database searches described in Section IV. The parties are organized by category for clarity of analysis. A. Client Affiliates The following

1. Lakepoint Capital Partners, LP • EIN: 04-3821567 • Entity Type: Limited Partnership organized under the laws of the State of Delaware • Principal Place of Business: 200 Clarendon Street, Suite 3200, Boston, MA 02116 • Relationship to Client: Private equity sponsor and majority equity holder of Meridian Consumer Brands LLC • Managing Partner: Thomas Liang • Role in Transaction: As the controlling equity holder of M

2. Gareth Holloway — Chief Executive Officer and Managing Member of Meridian Consumer Brands LLC. Mr. Holloway is expected to be directly involved in transaction negotiations and will likely execute the asset purchase agreement on behalf of Meridian.

3. Priya Anand — Chief Financial Officer of Meridian Consumer Brands LLC. Ms. Anand is expected to be involved in financial diligence and the negotiation of purchase price adjustment mechanisms and related financial terms.

4. Diana Ressler — General Counsel of Meridian Consumer Brands LLC. Ms. Ressler is the designated primary contact for the engagement and will serve as the Firm's day-to-day counterpart throughout the transaction. B. Adverse / Counterparties The following entities and individuals have been identified as parties whose interests are adverse to or potentially adverse to the proposed client in the context of this Transact

1. Briarwood Home Essentials, Inc. • EIN: 31-1684239 • Entity Type: Corporation organized under the laws of the State of Ohio • Principal Place of Business: 1175 Creekside Drive, Suite 400, Columbus, OH 43215 • Registered Agent: Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215 • Role in Transaction: Seller of the CleanLeaf and PureHaven product lines • President & Sole Shareholder: Malco

2. Malcolm Greer — President and sole shareholder of Briarwood Home Essentials, Inc. As the sole equity holder of Briarwood, Mr. Greer's personal interests are directly aligned with those of the seller entity. Mr. Greer is expected to be a party to certain ancillary transaction documents, potentially including a non-competition agreement, a transition services agreement, and personal representations or guarantees.

3. Janet Tsao — Vice President of Operations of Briarwood Home Essentials, Inc. Ms. Tsao is anticipated to be involved in operational diligence and the negotiation of transition services arrangements. C. Seller's Counsel The following law firm has been identified as counsel to the seller, Briarwood Home Essentials, Inc., in connection with the Transaction:

1. Caldwell, Pruitt & Shaw LLP • Address: 41 South High Street, Suite 2800, Columbus, OH 43215 • Lead Partner: Rachel Underwood • Associate: David Soo • Role in Transaction: Outside legal counsel to Briarwood in connection with the Transaction D. Other Transaction Parties and Advisors Checked The following additional parties have been identified as participants in or advisors to the Transaction. Each has been include

1. Wavecrest Partners LLC (Buyer's Financial Advisor) • Address: 375 Hudson Street, 12th Floor, New York, NY 10014 • Key Personnel: Steven Marchetti (Lead Managing Director), Lena Kowalski (Vice President) • Role in Transaction: Financial advisor to Meridian in connection with the Transaction; expected to provide valuation analysis, deal structuring advice, and negotiation support

2. Greystone Hobbs & Co. (Seller's Financial Advisor) • Address: 127 East Ashbury Asset Advisors, Suite 900, Columbus, OH 43215 • Key Personnel: Philip Tran (Managing Director) • Role in Transaction: Financial advisor to Briarwood in connection with the Transaction; expected to have managed the sell-side process

3. Harborview National Bank, N.A. (Anticipated Lead Lender / Administrative Agent) • Address: One Harborview Plaza, Charlotte, NC 28202 • Key Personnel: Carolyn Dubois (Relationship Manager) • Role in Transaction: Expected to serve as lead lender and administrative agent under a senior secured credit facility to be entered into by Meridian (or a subsidiary thereof) in connection with the financing of the Transaction

4. Pinnacle Credit Partners, LP (Anticipated Syndicate Lender) • Address: 600 Lexington Avenue, Suite 2100, New York, NY 10022 • Key Personnel: Rajan Mehta • Role in Transaction: Expected to participate as a syndicate lender in the credit facility described above

5. Atlantic Fiduciary Trust Company (Anticipated Escrow Agent) • Address: 100 Federal Street, Suite 1500, Boston, MA 02110 • Key Personnel: Gregory Fenn • Role in Transaction: Expected to serve as escrow agent for a portion of the purchase price, to be held in escrow for a post-closing indemnification period

6. Whitfield Ames LLP (Buyer's Accountant / Financial Diligence Advisor) • Address: 1290 Avenue of the Americas, 20th Floor, New York, NY 10104 • Key Personnel: Susan Clearwater (Engagement Partner) • Role in Transaction: Retained by Meridian to perform financial due diligence on the Acquired Product Lines, including quality of earnings analysis and review of Briarwood's financial statements

7. Hargrove & Linton, P.C. (Seller's Auditor) • Address: 250 Civic Center Drive, Suite 700, Columbus, OH 43215 • Key Personnel: Daniel Yee (Engagement Partner) • Role in Transaction: Serves as Briarwood's independent auditor; audited financial statements of Briarwood are expected to form part of the disclosure materials provided to the buyer

8. Terrapoint Environmental Group, Inc. (Anticipated Environmental Consultant) • Address: 33 Arch Street, Suite 1400, Boston, MA 02110 • Key Personnel: Keith Novak (Project Manager) • Role in Transaction: Engaged by Meridian to conduct Phase I and, if necessary, Phase II environmental site assessments of the manufacturing and warehouse facilities associated with the Acquired Product Lines

9. Northbridge Risk Advisors LLC (Anticipated R&W Insurance Broker) • Address: 1 World Financial Center, Suite 2500, New York, NY 10281 • Key Personnel: Alison Chu • Role in Transaction: Engaged by Meridian to broker a representations and warranties insurance policy in connection with the Transaction

10. Sentinel Specialty Insurance Company (Anticipated R&W Insurance Carrier) • Address: 500 West Monroe Street, Suite 3300, Chicago, IL 60661 • Key Personnel: Mark Ellison (Underwriter) • Role in Transaction: Anticipated carrier for the representations and warranties insurance policy referenced above

11. Buckeye Industrial Properties LLC (Landlord of Marysville Manufacturing Facility) • Address: 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215 • Role in Transaction: Landlord under the lease for the Marysville, Ohio manufacturing facility that is among the real property assets associated with the Acquired Product Lines; lease assignment or new lease will likely be required as part of the Transaction E.

3. Briarwood's Commercial Janitorial Services Division — This business unit is being retained by Briarwood and is expressly excluded from the scope of the proposed asset purchase. It was nonetheless included in the conflicts search to ensure completeness, as intellectual property and contractual overlap between the retained business and the Acquired Product Lines may arise during diligence and transaction documentati

IV. Conflicts Database Search Methodology The conflicts check was conducted using the Firm's electronic conflicts clearance system, ConflictsPlus (version 8.4.2), which is the Firm's system of record for conflicts identification and client/matter intake. The search was performed on June 7 and June 8, 2022, by Andrew Fitzpatrick with the assistance of the Firm's Conflicts Department staff. Search Terms. The following

1. Current active client matters — All open and active client matters across all of the Firm's practice groups and offices.

2. Former client matters — All closed client matters within the Firm's records retention period, which currently extends back to January 1, 2005.

3. Adverse party records — All entries in the Firm's adverse party database, including parties designated as adverse in current and former matters.

4. Prospective and declined engagement records — Records of prospective engagements that were considered but ultimately not accepted, including those declined for conflicts or other reasons. Lateral Hire Conflict Data. In addition to the standard ConflictsPlus search, the conflicts data submitted by lateral hires within the Firm's Mergers & Acquisitions Practice Group was separately reviewed. This review was undertak

V. Results of Conflicts Search The following summarizes the results of the conflicts database search described in Section IV above. A. Current Client Matters A thorough review of all current active client matters in the Firm's ConflictsPlus database yielded the following results: • Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, and affiliates thereof: No current matters were identified in which Calderw

VI. Analysis Based on the results set forth in Section V above, the undersigned has conducted an analysis of the proposed engagement under the applicable provisions of the New York Rules of Professional Conduct to determine whether any actual or potential conflict of interest exists that would preclude or restrict the Firm's ability to accept the proposed representation of Meridian Consumer Brands LLC. Rule 1.7(a) —

VII. Conditions and Caveats The foregoing clearance is subject to the following conditions and caveats, each of which should be observed throughout the life of the engagement:

1. Supplemental Conflicts Check Upon New Party Relationships. If at any time during the course of this engagement the Firm is approached to represent, or becomes adverse to, any of the parties identified in Section III in connection with an unrelated matter, a supplemental conflicts check must be run before any such engagement is accepted. The Firm's general intake procedures should capture such a scenario, but the t

2. Refreshed Conflicts Check for Additional Transaction Parties. The conflicts check should be refreshed if additional parties are identified during the course of the engagement who were not included in the initial search. This may include, without limitation, additional syndicate lenders participating in the acquisition financing, co-investors or equity co-invest participants, customer counterparties whose contracts

3. Customer Contract Assignments. It is currently anticipated that approximately twenty-three (23) customer contracts associated with the Acquired Product Lines will need to be assigned from Briarwood to Meridian as part of the Transaction, and that seven (7) of those contracts contain provisions requiring the consent of the customer counterparty to such assignment. As of the date of this memorandum, the identities o

4. Ongoing Duty. The transaction team is reminded of its ongoing obligation under the Firm's Conflicts Clearance Policies and Procedures to promptly report to the Conflicts Department any information learned during the course of the engagement that may be relevant to conflicts analysis, including but not limited to changes in the identity of transaction parties, the emergence of disputes involving parties to the Tran

VIII. Conclusion and Clearance Result: CLEARED — No Conflicts Identified. Based on the comprehensive conflicts search and analysis described herein, Calderwood & Harkness LLP is cleared to proceed with the engagement of Meridian Consumer Brands LLC as buyer's counsel in connection with the proposed acquisition of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc. No actual or potential con

IX. Approval and Sign-Off Prepared by: ________________________________________ Andrew Fitzpatrick Lead Associate, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP Date: June 8, 2022 Reviewed by: ________________________________________ Sandra Tung Responsible Partner, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP Date: June 8, 2022 Conflicts Clearance Officer Approval: ______________