Contract analysis

1. Matter Summary Client: Meridian Consumer Brands LLC, a Delaware limited liability company, with its principal place of business located at 440 Park Avenue South, 18th Floor, New York, NY 10016. The client's federal Employer Identification Number is 83-2947106. Matter Type: Asset Purchase (Mergers & Acquisitions) Description of Engagement: Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to serve as

2. Client Information 2.1 Client Entity Details Full Legal Name: Meridian Consumer Brands LLC Short Name / Matter Alias: Meridian / MCB Entity Type: Limited liability company organized and existing under the laws of the State of Delaware. Principal Place of Business / Headquarters: 440 Park Avenue South, 18th Floor, New York, NY 10016 Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005 Fed

3. Counterparty / Target Information Full Legal Name: Briarwood Home Essentials, Inc. Short Name / Matter Alias: Briarwood / BHE Entity Type: Corporation organized and existing under the laws of the State of Ohio. Principal Place of Business / Headquarters: 1175 Creekside Drive, Suite 400, Columbus, OH 43215 Registered Agent: Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215 Federal Emplo

4. Transaction Overview 4.1 Transaction Structure The proposed transaction is structured as an asset purchase. Meridian Consumer Brands LLC, as buyer, will acquire the CleanLeaf and PureHaven consumer product lines and all associated assets (the "Acquired Assets") from Briarwood Home Essentials, Inc., as seller. The transaction is not structured as a stock purchase or merger; rather, Meridian will purchase specified

5. Engagement Team The following attorneys have been designated as the Calderwood & Harkness LLP engagement team for this matter: Sandra Tung will supervise all aspects of the representation and serve as the primary relationship partner for Meridian Consumer Brands LLC. Ms. Tung will be the senior attorney responsible for the strategic direction of the engagement, key negotiation points, and all communications with t

6. Counterparty / Opposing Counsel Briarwood Home Essentials, Inc. is represented in connection with this transaction by outside counsel as follows: Seller's Counsel: Caldwell, Pruitt & Shaw LLP, 41 South High Street, Suite 2800, Columbus, OH 43215 Lead Partner: Rachel Underwood. Ms. Underwood is a partner in the M&A practice at Caldwell, Pruitt & Shaw and will serve as the lead partner for Briarwood in this transact

7. Other Advisors and Key Third Parties The following advisors and key third parties have been identified in connection with the proposed transaction. The Firm will coordinate with these parties as necessary throughout the engagement: Buyer's Financial Advisor — Wavecrest Partners LLC: Wavecrest has been engaged by Meridian to serve as its financial advisor in connection with the proposed acquisition. Wavecrest is pr

8. Conflicts Clearance A comprehensive conflicts check was conducted on June 8, 2022, in accordance with the Firm's conflicts clearance procedures. The conflicts check was run against all identified parties to the transaction and their known affiliates, including the following: • Meridian Consumer Brands LLC (client) • Lakepoint Capital Partners, LP (private equity sponsor of client) • Briarwood Home Essentials, Inc.

9. Billing Arrangements The billing arrangements for this engagement are governed by the Engagement Letter dated June 10, 2022, addressed to Diana Ressler, General Counsel, Meridian Consumer Brands LLC. A copy of the executed Engagement Letter is maintained in the matter file. Billing Partner: Oliver Mackenzie has been designated as the billing partner for this matter. Mr. Mackenzie will be responsible for supervisin

10. Anticipated Workstreams and Deliverables The Firm anticipates the following principal workstreams and deliverables in connection with this engagement:

1. Due Diligence. The Firm will conduct comprehensive legal due diligence on the Acquired Assets and the Acquired Product Lines across all major diligence categories, including: (a) Corporate / Organizational: Review of Briarwood's organizational documents, good standing certificates, board and shareholder resolutions, and authority to consummate the transaction. (b) Financial: Coordination with Whitfield Ames LLP on

2. Coordination with Financial Advisors and Consultants. The Firm will coordinate closely with Whitfield Ames LLP on financial and accounting diligence and with Terrapoint Environmental Group, Inc. on the Phase I ESA. The Firm will integrate the findings of these advisors into the transaction documentation and negotiate appropriate representations, warranties, and indemnification provisions to address identified risk

3. Drafting and Negotiation of Definitive Transaction Documents. The Firm will prepare, negotiate, and finalize the following transaction documents (the list is illustrative and may be expanded as the transaction progresses): (a) Asset Purchase Agreement (APA), including all exhibits and disclosure schedules; (b) Bill of Sale; (c) Assignment and Assumption Agreement; (d) intellectual Property Assignment Agreement; (e

4. Review of Financing Documentation. The Firm will review the debt commitment letter issued by Harborview National Bank, N.A. and the equity commitment letter issued by Lakepoint Capital Partners, LP, and will advise the client regarding the terms and conditions of the financing, including any financing conditions to the closing of the transaction.

5. Representations and Warranties Insurance. The Firm will support the R&W insurance process, working with Northbridge Risk Advisors LLC (broker) and Sentinel Specialty Insurance Company (proposed carrier). This will include providing due diligence reports to the underwriter, responding to underwriting inquiries, negotiating policy terms and exclusions, and coordinating the issuance of the R&W policy in connection wi

6. Third-Party Consent Process. The Firm will manage the landlord consent process with Buckeye Industrial Properties LLC for the assignment of the manufacturing facility lease, and will coordinate the customer contract consent process for the seven customer contracts that contain change-of-control or assignment consent provisions.

7. Disclosure Schedule Review and Negotiation. The Firm will work with the client to review, comment upon, and negotiate the seller's disclosure schedules, which will qualify the representations and warranties set forth in the APA.

8. Pre-Closing and Closing Mechanics. The Firm will manage all pre-closing and closing deliverables, including the preparation of closing checklists, bring-down certificates, officer's certificates, third-party consents, and other customary closing documents. The Firm will coordinate the closing process and the post-closing distribution of executed documents and closing binders.

11. Anticipated Timeline The following is a preliminary timeline for the proposed transaction. All dates are approximate and subject to change based on diligence findings, negotiation progress, financing timelines, and other factors: The LOI exclusivity period runs through March 28, 2023, providing the parties with a substantial window in which to complete due diligence, negotiate the definitive transaction documents

12. File and Data Room Information The following administrative information has been established for this matter: Calderwood & Harkness LLP Matter Number: 1011-00005. All time entries, expense entries, and correspondence related to this engagement should be recorded under this matter number. Virtual Data Room: The buyer's due diligence will be conducted through a virtual data room hosted on the Pemberton Systems plat

13. Authorization and Signatures This New Matter Opening Memorandum is submitted for the review and approval of the Managing Partner's Office and the New Business Committee of Calderwood & Harkness LLP. The undersigned partners confirm that (i) the conflicts check has been completed and no conflicts have been identified, (ii) an engagement letter has been executed with the client, (iii) the client has been informed o