Contract analysis

I. Transaction Overview Meridian is currently in the process of acquiring certain assets from Briarwood pursuant to the terms and conditions of a proposed Asset Purchase Agreement (the "APA"). Under the APA, Meridian will acquire Briarwood's consumer product line business, including the CleanLeaf® home cleaning product line and the PureHaven® personal care product line, together with all related inventory, accounts r

II. The Agreement The Agreement dated [●] between Briarwood Home Essentials, Inc. and [Counterparty Name] (the "Agreement") has been identified as one of the twenty-three (23) customer contracts included among the Acquired Assets that will be assigned from Briarwood to Meridian in connection with the closing of the transaction contemplated by the APA. We have reviewed the Agreement and note that Section [●] of the Ag

III. Background on Meridian Consumer Brands LLC To assist [Counterparty Name] in evaluating this request, we provide the following background information regarding Meridian: Meridian Consumer Brands LLC is a portfolio company of Lakepoint Capital Partners, LP, a mid-market private equity fund headquartered at 200 Clarendon Street, Suite 3200, Boston, MA 02116. Lakepoint Capital Partners, LP is led by its Managing Par

IV. Formal Request for Consent On behalf of Meridian, Calderwood & Harkness LLP hereby formally requests the written consent of [Counterparty Name] to the assignment of the Agreement from Briarwood Home Essentials, Inc. to Meridian Consumer Brands LLC, effective as of the closing of the transaction contemplated by the APA. The assignment will be effected pursuant to an Assignment and Assumption Agreement to be entere

1. All terms and conditions of the Agreement will remain in full force and effect following the assignment, and Meridian will be bound by all obligations of Briarwood thereunder from and after the closing date.

2. The assignment is not intended to, and will not, modify, amend, or supplement the terms of the Agreement in any respect, except as necessary to substitute Meridian Consumer Brands LLC as a party in place of Briarwood Home Essentials, Inc.

3. Meridian will be fully responsible for the performance of all obligations under the Agreement arising from and after the effective date of the assignment, in accordance with the terms and conditions of the Agreement as currently in effect. We believe that [Counterparty Name] will find Meridian to be a creditworthy and capable successor to Briarwood with respect to the obligations arising under the Agreement. Shoul

V. Requested Form of Consent For the convenience of [Counterparty Name], a proposed form of written consent is enclosed herewith as Attachment A for your review and execution. The enclosed form has been prepared to address the requirements of the applicable consent provision in the Agreement and is intended to document [Counterparty Name]'s consent in a manner consistent with the terms of the Agreement. We respectful

VI. Confidentiality We wish to advise [Counterparty Name] that the existence and terms of the proposed transaction between Meridian and Briarwood are confidential. We respectfully request that [Counterparty Name] treat this letter, the enclosed form of consent, and all information contained herein as strictly confidential and refrain from disclosing any such information to any third parties without the prior written

VII. Contact Information Should you have any questions or require any additional information regarding this request, please do not hesitate to contact either of the following attorneys at Calderwood & Harkness LLP: Andrew Fitzpatrick Lead Associate Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: [●] Email: [afitzpatrick@calderwoodharkness.com] Naomi Petersen Associate Calderwo

VIII. Closing We appreciate your prompt attention to this request. Timely receipt of [Counterparty Name]'s consent is important to the ability of the parties to consummate the proposed transaction on the anticipated timeline, and we are grateful for your cooperation. We look forward to a smooth transition and to Meridian's continued partnership with [Counterparty Name] following the closing of the transaction. Very t

1. Consent to Assignment Counterparty hereby consents to the assignment of the Agreement from Assignor to Assignee, effective as of the closing date of the Asset Purchase Transaction between Assignor and Assignee (the "Effective Date"). This consent is granted in satisfaction of the consent requirement set forth in Section [●] of the Agreement.

2. Conditions and Understandings This consent is granted on the express understanding that: (a) Assignee shall assume, and shall be fully responsible for the performance of, all obligations of Assignor under the Agreement arising from and after the Effective Date, in accordance with the terms and conditions of the Agreement; (b) All terms and conditions of the Agreement shall remain in full force and effect following

3. Representations of Counterparty Counterparty represents and warrants as follows: (a) The person executing this Consent on behalf of Counterparty has been duly authorized to do so and has full power and authority to bind Counterparty to the terms of this Consent. (b) As of the date hereof, to the knowledge of Counterparty, no default or event of default exists under the Agreement, and no event has occurred that, wi

4. Governing Law This Consent shall be governed by and construed in accordance with the laws of the State of [●], without regard to the conflicts of laws principles thereof. The governing law of this Consent is intended to correspond with the governing law provision of the Agreement. For the avoidance of doubt, the Asset Purchase Agreement between Assignor and Assignee is governed by the laws of the State of New York

5. Counterparts. This Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of an original executed counterpart. IN WITNESS WHEREOF, Counter