Contract analysis

I. Introduction and Purpose of This Letter This firm represents Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Buyer"), with principal offices located at 440 Park Avenue South, 18th Floor, New York, NY 10016. We write on behalf of Meridian to formally request the consent of Buckeye Industrial Properties LLC ("Landlord") to the assignment of that certain lease agreement (the "Le

II. Description of the Proposed Transaction Meridian and Briarwood have entered into advanced negotiations for an asset purchase transaction pursuant to which Meridian will acquire substantially all of the assets associated with Briarwood's consumer-facing product lines, including, without limitation, the CleanLeaf home cleaning product line and the PureHaven personal care product line (collectively, the "Acquired Pr

III. Background on Meridian Consumer Brands LLC (the Proposed Assignee) We believe it will be helpful to provide the Landlord with background information regarding Meridian, as the proposed assignee of the Lease. Meridian Consumer Brands LLC is a Delaware limited liability company formed in 2017 for the purpose of acquiring, operating, and growing consumer product brands in the household cleaning, laundry, and person

IV. Specific Request for Consent On behalf of Meridian, we hereby formally request that Buckeye Industrial Properties LLC consent to the assignment of the Lease from Briarwood Home Essentials, Inc. to Meridian Consumer Brands LLC, effective as of the closing date of the asset purchase transaction described herein. We understand that the Lease contains provisions governing the assignment and subletting of the Tenant's

V. Proposed Timeline We understand that the evaluation of a consent request of this nature requires careful consideration, and we are committed to providing the Landlord with all information reasonably necessary to facilitate a thorough and expeditious review. We note that the parties' ability to close the proposed asset purchase transaction is contingent, in part, upon the receipt of the Landlord's consent to the as

VI. Offer to Provide Additional Information Meridian recognizes that the Landlord may wish to evaluate the creditworthiness and qualifications of the proposed assignee as part of its review of this consent request. To that end, Meridian is willing to provide the Landlord with any or all of the following, upon request: (a) audited and/or unaudited financial statements of Meridian Consumer Brands LLC for the most recen

VII. Contact Information and Closing All communications regarding this consent request should be directed to the undersigned at the following address: Andrew Fitzpatrick Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: (212) 554-7146 Email: afitzpatrick@calderwoodharkness.com We thank the Landlord for its prompt attention to this request and for its willingness to engage cooper