Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the findings and recommendations arising from Calderwood & Harkness LLP's ("C&H") environmental due diligence investigation conducted in connection with Meridian Consumer Brands LLC's ("Meridian") proposed acquisition of the CleanLeaf home cleaning product line and the PureHaven personal care product line (together, the "Product Lines") from Briarwood Home Essentials, I

1. Marysville Manufacturing Facility — located at 2800 Industrial Parkway, Marysville, OH 43040 (Union County, Ohio). This facility is the primary manufacturing site for the CleanLeaf and PureHaven product lines, producing approximately 142 active stock-keeping units ("SKUs"). The property is currently leased by Briarwood from Buckeye Industrial Properties LLC ("Buckeye") under a commercial lease agreement. The propo

2. West Jefferson Distribution Center — located at 500 Commerce Boulevard, West Jefferson, OH 43162 (Madison County, Ohio). This facility is used for warehousing and distribution of finished CleanLeaf and PureHaven products. The property is owned by Briarwood in fee simple and is included in the Acquired Assets as a fee simple interest to be conveyed to Meridian at closing. C&H engaged Terrapoint Environmental Group,

II. SCOPE OF ENVIRONMENTAL REVIEW A. Engagement and Consultant C&H, acting on behalf of Meridian and in coordination with Lakepoint Capital Partners, LP ("Lakepoint"), engaged Terrapoint Environmental Group, Inc. ("Terrapoint") to perform environmental due diligence in connection with the proposed Transaction. Terrapoint is a nationally recognized environmental consulting firm headquartered at 33 Arch Street, Suite 1

III. MARYSVILLE MANUFACTURING FACILITY — PHASE I ESA FINDINGS A. Site Description and History The Marysville manufacturing facility is located at 2800 Industrial Parkway, Marysville, OH 43040, in Union County, Ohio. The property is situated in a light industrial and commercial area along Industrial Parkway, adjacent to other industrial and warehouse operations. The surrounding land use is predominantly industrial and

1. Phase II Environmental Site Assessment C&H strongly recommends that Meridian authorize the commencement of a Phase II Environmental Site Assessment at the Marysville facility before the APA is finalized and before the Transaction proceeds to closing. The Phase II ESA is necessary to evaluate the nature and extent of the potential soil contamination identified as a recognized environmental condition in the southeas

2. Asbestos Survey If Meridian plans any renovation, demolition, or significant alteration of the older portions of the Marysville facility (particularly those building components dating to the 1970s), an asbestos survey should be conducted to identify and characterize any asbestos-containing materials. This survey can be conducted concurrently with the Phase II ESA to minimize disruption and cost. If no renovation o

3. Significance for the Transaction The environmental findings at the Marysville facility have several significant implications for the proposed Transaction: (a) Remediation Costs and Liability Allocation: If the Phase II ESA confirms the presence of contamination exceeding applicable cleanup standards, remediation will likely be required. Remediation costs for pesticide- or herbicide-contaminated soils can vary wide

4. Status: As of the date of this memorandum, the Phase II ESA has not been commissioned or commenced. C&H recommends that Meridian authorize commencement promptly.

IV. WEST JEFFERSON DISTRIBUTION CENTER — ENVIRONMENTAL REVIEW FINDINGS A. Site Description and History The West Jefferson distribution center is located at 500 Commerce Boulevard, West Jefferson, OH 43162, in Madison County, Ohio. The property is situated in a commercial and light industrial area along Commerce Boulevard, with surrounding land uses consisting primarily of commercial warehousing, light industrial oper

V. TRANSACTION IMPLICATIONS AND RISK ASSESSMENT A. Risk Matrix Summary The following table summarizes the environmental risk assessment for the two real property assets included in the Acquired Assets: The Moderate to High risk rating assigned to the Marysville facility reflects both the inherent uncertainty associated with an unresolved REC (the contamination has been identified as a potential concern but not confir

VI. OPEN ITEMS AND NEXT STEPS Based on the findings and analysis set forth in this memorandum, C&H identifies the following open items and recommended next steps for the deal team's consideration and action:

1. Phase II ESA — Marysville Facility. Meridian should authorize Terrapoint Environmental Group, Inc. to proceed with the Phase II Environmental Site Assessment at the Marysville manufacturing facility. The estimated cost of the Phase II investigation is $45,000 to $65,000, and results are expected within four to six weeks of mobilization. Keith Novak, Terrapoint's designated project manager, has indicated that Terra

2. Asbestos Survey — Marysville Facility. If Meridian plans any renovation, demolition, or significant alteration of the older portions of the Marysville facility, an asbestos survey should be conducted to identify and characterize any asbestos-containing materials. This survey can be conducted concurrently with the Phase II ESA to minimize scheduling disruption and incremental cost.

3. APA Environmental Provisions. C&H will review and, where appropriate, propose revisions to strengthen the environmental representations, warranties, and indemnification provisions in the next draft cycle of the APA. Specific areas of focus will include the scope and specificity of environmental representations, the treatment of environmental representations as Fundamental Representations with extended or indefinit

4. R&W Insurance Coordination. C&H recommends that the deal team coordinate with Northbridge Risk Advisors LLC (contact: Alison Chu) and the proposed carrier, Sentinel Specialty Insurance Company (underwriter: Mark Ellison), to determine: (a) whether completion of the Phase II ESA is a prerequisite for environmental coverage under the proposed R&W policy; (b) the carrier's anticipated position on environmental exclus

5. Landlord Communication. The deal team should assess whether and to what extent the environmental findings at the Marysville facility should be communicated to Buckeye Industrial Properties LLC in connection with the pending lease assignment consent request. This assessment should consider the lease agreement's provisions regarding environmental disclosure obligations, the strategic implications of proactive disclo

6. Seller Engagement. C&H recommends that the deal team request from Briarwood (through Seller's counsel, Caldwell, Pruitt & Shaw LLP, contact: Rachel Underwood) any additional environmental records, documentation, or information related to the Marysville facility, including specifically: (a) any documentation of the 2019 soil disturbance observations referenced by Janet Tsao during her interview with Terrapoint; (b)

VII. CONCLUSION The environmental due diligence investigation conducted in connection with Meridian Consumer Brands LLC's proposed $95,000,000 acquisition of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc. has yielded the following principal conclusions: The Phase I Environmental Site Assessment for the Marysville manufacturing facility has identified a recognized environmental conditio