Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the preliminary findings from Calderwood & Harkness LLP's corporate and organizational due diligence review of Briarwood Home Essentials, Inc. ("Briarwood" or "BHE") in connection with the proposed acquisition by our client, Meridian Consumer Brands LLC ("Meridian" or "MCB"), of Briarwood's CleanLeaf and PureHaven consumer product lines (collectively, the "Acquired Asse

II. SCOPE AND METHODOLOGY A. Scope of Review The scope of this memorandum is limited to the corporate and organizational due diligence review of Briarwood Home Essentials, Inc. This review encompasses the following subject matter areas: • Formation and corporate status, including charter documents and good standing; • Capitalization and ownership structure, including the stock ledger, shareholder records, and any out

1. Articles of Incorporation of Briarwood Home Essentials, Inc., including all amendments thereto through the date of this review;

2. Code of Regulations of Briarwood Home Essentials, Inc. (the Ohio equivalent of corporate bylaws);

3. Certificate of Good Standing issued by the Ohio Secretary of State, dated June 22, 2022;

4. Shareholder records and stock ledger of Briarwood Home Essentials, Inc.;

5. Resolutions of the Board of Directors of Briarwood Home Essentials, Inc. (available resolutions through date of Data Room access);

6. Written consents and resolutions of the sole shareholder of Briarwood Home Essentials, Inc. (to the extent made available);

7. Records of officer appointments, including board resolutions appointing current officers;

8. Annual reports filed with the Ohio Secretary of State;

9. Organizational chart of Briarwood Home Essentials, Inc. provided by Briarwood management; and

10. Such other documents and information as were made available in the Data Room as described below. C. Data Room References All materials reviewed were obtained from the Pemberton Systems virtual Data Room established under Project Code BHE-CleanLeaf-2022. The reviewed materials were located in the following Data Room folders: Document indices for each folder were reviewed and cross-referenced against our due dilige

III. ENTITY FORMATION AND STATUS A. Formation. Briarwood Home Essentials, Inc. is a corporation organized under the laws of the State of Ohio. The company was founded in 2004 by Malcolm Greer and has been in continuous operation since its formation. The following key formation and identification details have been confirmed through our review: We reviewed the original Articles of Incorporation of Briarwood Home Essent

IV. CAPITALIZATION AND OWNERSHIP A. Authorized Capital As described in Section III.A above, the Articles of Incorporation of Briarwood Home Essentials, Inc. authorize the issuance of 10,000 shares of common stock, no par value per share. This constitutes a single class of common shares. The Articles do not authorize the issuance of preferred stock or any other class or series of equity securities. No amendments to th

V. BOARD OF DIRECTORS AND OFFICERS A. Board of Directors Briarwood's Code of Regulations (the Ohio equivalent of corporate bylaws) provides for a board of directors responsible for the management and direction of the corporation's business and affairs. The Code of Regulations permits the board to consist of one or more directors, with the number to be fixed by resolution of the shareholders or the board from time to

VI. SUBSIDIARY AND AFFILIATE STRUCTURE A. Subsidiaries. Based on our review of the corporate records, organizational chart, annual reports, and other materials made available in the Data Room, Briarwood Home Essentials, Inc. has no subsidiaries. The corporation does not own, directly or indirectly, any equity interest in any other corporation, limited liability company, partnership, joint venture, or other business e

VII. REAL PROPERTY AND FACILITIES — ORGANIZATIONAL NEXUS A separate due diligence memorandum addressing real property and leases will be prepared by the Calderwood & Harkness real property team and is forthcoming. However, given the relevance of certain real property matters to the corporate and organizational analysis, we provide the following preliminary cross-references for context. Briarwood's operations involve

VIII. OUTSTANDING ITEMS AND FOLLOW-UP REQUESTS The following items from the due diligence request list dated June 14, 2022 (transmitted to Caldwell, Pruitt & Shaw LLP, attention Rachel Underwood and David Soo, seller's counsel) remain outstanding or incomplete as of the date of this memorandum. Completion of these items is necessary before the corporate and organizational due diligence review can be finalized.

1. Amendments to Articles of Incorporation. We have reviewed copies of two amendments to the Articles of Incorporation (2007 and 2012). We have requested confirmation from Caldwell, Pruitt & Shaw LLP that these represent the complete set of all amendments to the Articles of Incorporation filed since the date of original incorporation. Confirmation is pending.

2. Outstanding Equity Instruments. We have requested written confirmation from Briarwood and its counsel that there are no outstanding equity instruments, stock options, warrants, convertible securities, phantom equity arrangements, stock appreciation rights, or any other rights to acquire equity in Briarwood. While our review of the stock ledger and corporate records disclosed no such instruments, affirmative writte

3. Powers of Attorney and Agency Agreements. We have requested copies of any powers of attorney or agency agreements currently in effect pursuant to which any person has been granted authority to act on behalf of Briarwood. No such documents have been located in the Data Room to date, and we have asked seller's counsel to confirm whether any such documents exist.

4. Written Consents of the Sole Shareholder. We have requested copies of any written consents executed by Malcolm Greer as sole shareholder of Briarwood during the past five years. To date, we have reviewed only a limited number of shareholder consents in the Data Room, and we wish to confirm that the complete set of consents has been provided.

5. Organizational Chart — Divisional Personnel Allocation. We have requested a detailed organizational chart that distinguishes Consumer Product Line personnel from Commercial Janitorial Services Division personnel, including identification of shared administrative personnel. This information is relevant to the identification of the approximately 186 transferring employees contemplated under the LOI and is critical f

6. Foreign Qualification. We have requested confirmation of good standing in any jurisdictions where Briarwood may be qualified to do business as a foreign corporation (aside from Ohio, its state of incorporation). Briarwood's consumer products are distributed nationally, and it is possible that Briarwood is qualified or required to be qualified in one or more additional states. Confirmation of foreign qualification

IX. PRELIMINARY CONCLUSIONS AND RECOMMENDATIONS Based on our review of the materials made available as of the date of this memorandum, we offer the following preliminary conclusions and recommendations: Conclusions: • Briarwood Home Essentials, Inc. appears to be validly organized under the laws of the State of Ohio and in good standing with the Ohio Secretary of State. • The capitalization structure is simple and st

1. Closing Condition — Board Resolution and Shareholder Consent. The APA should require, as a condition to closing, delivery of (a) a certified copy of a resolution of the Board of Directors of Briarwood specifically authorizing the sale of the Acquired Assets and the execution of the APA and ancillary documents, and (b) a written consent of the sole shareholder of Briarwood approving and ratifying the Transaction. S

2. Ohio Revised Code "Substantially All Assets" Analysis. A detailed analysis should be completed to determine whether the sale of the CleanLeaf and PureHaven product lines constitutes a sale of "substantially all" of Briarwood's assets within the meaning of Section 1701.76 of the Ohio Revised Code. This analysis should consider both quantitative metrics (the Consumer Product Lines represent a significant majority of

3. Foreign Qualification Status. The Transaction team should confirm Briarwood's foreign qualification status in all jurisdictions where it conducts business related to the Consumer Product Lines. This information is necessary to (a) ensure that Briarwood has been in compliance with applicable state registration requirements, (b) identify jurisdictions where Meridian may need to register post-closing, and (c) obtain

4. Acquired Assets / Excluded Assets Delineation. Given the single-entity, two-division structure of Briarwood, careful and precise drafting of the Acquired Assets and Excluded Assets definitions and schedules in the APA is essential. The drafting team should work closely with Meridian's financial and operational advisors to identify and allocate all shared assets, shared contracts, intercompany allocations, and shar

5. Consolidated Due Diligence Summary. The findings set forth in this memorandum will be incorporated into a consolidated Due Diligence Summary Memorandum covering all due diligence workstreams. The consolidated memorandum is targeted for completion in October 2022 and will provide a comprehensive summary of all due diligence findings, risk factors, and recommendations for the Transaction team's consideration in adva

X. APPENDICES / ATTACHMENTS Appendix A: List of Reviewed Documents The following documents were reviewed in connection with the preparation of this memorandum. Data Room folder references correspond to the Pemberton Systems virtual Data Room established under Project Code BHE-CleanLeaf-2022. Appendix B: Organizational Chart of Briarwood Home Essentials, Inc. The organizational chart referenced throughout this memoran