Contract analysis

I. Executive Summary This memorandum summarizes the findings of our intellectual property due diligence review conducted in connection with the proposed acquisition by Meridian Consumer Brands LLC ("Meridian" or the "Buyer") of the consumer product lines marketed and sold under the CleanLeaf and PureHaven brands (together, the "Product Lines" or the "Acquired Business") from Briarwood Home Essentials, Inc. ("Briarwoo

II. Scope of Review and Materials Examined A. Data Room Materials Our review was based primarily on the materials posted by Briarwood in the Pemberton Systems virtual data room established for this Transaction under Project Code BHE-CleanLeaf-2022. Within the data room, we reviewed the following index categories and subfolders: • IP Folder (Index Category 7.0): Master folder containing all intellectual property docum

1. Document Production Cutoff. This memorandum is based on documents and information produced or otherwise made available to us as of August 18, 2022. The disclosure schedules to the APA (first draft) had not been received as of the date hereof; we understand from Seller's Counsel that the initial draft of the disclosure schedules is expected to be delivered on or about September 28, 2022. Upon receipt, we will revie

2. No Freedom-to-Operate Patent Analysis. We did not conduct an independent freedom-to-operate patent search or patent clearance analysis for the CleanLeaf or PureHaven product lines. Such an analysis was outside the agreed scope of this engagement. If Meridian considers third-party patent risk to be material — particularly given the active patent landscape in the eco-friendly cleaning and personal care product secto

3. Trade Secret Review Limitations. Our review of Briarwood's trade secret protection measures was limited to the documentation provided in the data room and through supplemental correspondence. We did not conduct a facility-level review of physical security measures, IT access controls, or cybersecurity protocols at Briarwood's manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040, or at an

4. Reliance on Seller's Representations. Certain findings in this memorandum are based on representations made by Briarwood or its counsel in response to our due diligence requests. We have not independently verified all such representations.

III. Brand Overview A. CleanLeaf Brand (Home Cleaning) CleanLeaf is Briarwood's flagship eco-friendly home cleaning product line. The brand encompasses a range of household cleaning products, including surface cleaners, dish soaps, laundry detergents, glass cleaners, all-purpose cleaning sprays, bathroom cleaners, and related household cleaning products. The CleanLeaf brand is positioned in the market as a premium, e

IV. Trademark and Service Mark Registrations A. Federal Trademark Registrations (USPTO) Based on our review of the data room materials, the USPTO TESS search results, and Briarwood's responses to our due diligence requests, the following federal trademark registrations have been identified as associated with the CleanLeaf and PureHaven brands. A complete schedule of trademark registrations is set forth in Appendix A

1. CleanLeaf Word Mark Briarwood owns a federal trademark registration for the CLEANLEAF word mark (standard character mark) on the Principal Register of the United States Patent and Trademark Office. The mark is registered in International Class 3 (cleaning preparations, namely, surface cleaners, dish soaps, laundry detergents, glass cleaners, all-purpose household cleaning preparations, and bathroom cleaning prepar

2. CleanLeaf Design Mark / Logo In addition to the standard character word mark, Briarwood owns a federal trademark registration for the CLEANLEAF design mark, which incorporates a stylized leaf motif integrated with the word "CleanLeaf." This design mark is registered on the Principal Register in International Class 3, covering the same categories of cleaning preparations as the word mark. The design mark correspond

3. PureHaven Word Mark Briarwood owns a federal trademark registration for the PUREHAVEN word mark (standard character mark) on the Principal Register. The mark is registered in International Class 3 (personal care products, namely, hand soaps, body washes, skin lotions, moisturizing preparations, and related personal care preparations). The registration was obtained following examination on the merits and is recorde

4. PureHaven Design Mark / Logo Briarwood also owns a federal trademark registration for the PUREHAVEN design mark, which incorporates a stylized water droplet and botanical element integrated with the word "PureHaven." This design mark is registered on the Principal Register in International Class 3, covering the same categories of personal care products as the PureHaven word mark. The design mark corresponds to the

5. Additional Marks We reviewed the data room materials and conducted supplemental USPTO searches to determine whether Briarwood has registered any additional marks associated with the Product Lines, including sub-brand marks, product-specific marks, taglines, or slogans. Our review identified the following: • Sub-Brand and Product-Specific Marks. No sub-brand marks or product-specific marks were identified as separa

V. Trade Dress A. CleanLeaf Trade Dress The CleanLeaf brand is associated with a distinctive packaging design that serves as a source identifier for the product line. The key elements of the CleanLeaf trade dress include a consistent green and white color scheme applied across all product packaging, distinctive bottle shapes (particularly for the surface cleaner and dish soap products), a characteristic label layout

VI. Domain Names A. Inventory of Domain Names Our review identified the following domain names associated with the CleanLeaf and PureHaven brands: All domains are registered in the name of Briarwood Home Essentials, Inc. The administrative contact listed for each domain is Malcolm Greer, who we understand to be the founder and principal of Briarwood. Our WHOIS searches confirmed the registrant information, registrati

VII. Trade Secrets and Proprietary Formulations A. Product Formulations The CleanLeaf and PureHaven product lines each rely on proprietary formulations that constitute a significant component of the value of the Acquired Assets. The CleanLeaf brand utilizes proprietary formulations for its cleaning agents, including surfactant blends, enzymatic cleaning compounds, and fragrance compositions designed to achieve effect

VIII. Patents A. Patent Search Results We conducted a search of the USPTO patent database for issued U.S. patents and pending patent applications owned by or assigned to Briarwood Home Essentials, Inc. No issued U.S. patents were identified as owned by Briarwood. No pending patent applications were identified. This finding is consistent with Briarwood's representation that its product formulations are protected throu

IX. Copyrights A. Copyright Registrations Our review did not identify any formal copyright registrations with the U.S. Copyright Office for any of the creative works associated with the CleanLeaf or PureHaven brands, including marketing materials, packaging designs, product labels, product photography, website content, or advertising copy. While copyright protection attaches automatically upon the creation and fixati

X. IP-Related Agreements A. License Agreements Our review of the IP-related agreements in the data room did not identify any outbound license agreements pursuant to which Briarwood has granted any third party a license to use the CleanLeaf or PureHaven trademarks, trade dress, trade secrets, or other intellectual property. This is a positive finding, as the absence of outstanding outbound licenses means that Meridian

XI. IP Encumbrances and Security Interests A. UCC Search Results We conducted Uniform Commercial Code (UCC) lien searches against Briarwood Home Essentials, Inc. in the following jurisdictions: • Ohio Secretary of State. UCC search conducted on July 18, 2022. The search results did not identify any UCC-1 financing statements that specifically encumber the CleanLeaf or PureHaven intellectual property or that specifica

XII. IP Litigation History A. Trademark Opposition / Cancellation Proceedings We searched the Trademark Trial and Appeal Board (TTAB) records at the USPTO for any pending or historical opposition or cancellation proceedings involving the CleanLeaf or PureHaven marks. No such proceedings were identified. The CleanLeaf and PureHaven marks have not been the subject of any opposition during the registration process or an

XIII. Summary of Key Findings and Risk Items A. Positive Findings Based on our comprehensive review, we highlight the following positive findings regarding the intellectual property portfolio associated with the CleanLeaf and PureHaven brands:

1. Ownership. The CleanLeaf and PureHaven brands are owned free and clear by Briarwood Home Essentials, Inc. Briarwood is the original registrant and sole owner of all federal and state trademark registrations. No prior assignments, shared ownership arrangements, or co-development agreements were identified.

2. Federal Registration Protection. The federal trademark registrations for the CleanLeaf and PureHaven marks on the Principal Register of the USPTO provide strong brand protection domestically, affording Briarwood (and, following assignment, Meridian) a presumption of validity, nationwide constructive notice, and the ability to seek the full range of remedies available under the Lanham Act.

3. No IP Litigation or Disputes. No pending or threatened intellectual property litigation, opposition or cancellation proceedings, or infringement cl