Contract analysis

I. Purpose and Scope This memorandum summarizes the findings of the litigation and regulatory due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed acquisition by Meridian Consumer Brands LLC (the "Buyer" or "Meridian") of the CleanLeaf home cleaning product line and the PureHaven personal care product line (together, the "Acquired Assets") from Briarwood Home Essentials, Inc. (t

II. Executive Summary Set forth below is a summary of the principal findings of our litigation and regulatory due diligence review. Each finding is discussed in greater detail in the sections that follow. No Material Pending Litigation. We did not identify any material pending litigation against Briarwood or involving the Acquired Assets. Two minor matters were identified, neither of which is material to the Transact

III. Pending Litigation A. Overview of Litigation Search In conducting our litigation due diligence, we undertook a comprehensive review of federal and state court dockets. Our search encompassed the following courts, jurisdictions, and databases: (i) The United States District Court for the Southern District of Ohio and the United States Bankruptcy Court for the Southern District of Ohio; (ii) Ohio state courts in F

IV. Product Liability Claims History A. Scope of Review We conducted a detailed review of Briarwood's product liability claims history for the CleanLeaf and PureHaven brands. Our review covered the most recent five-year period, from January 1, 2017 through the date of this memorandum. The scope of our review included the following: (i) Briarwood's product liability claims log, which catalogs all claims, complaints, a

V. Antitrust / HSR Act Analysis A. Hart-Scott-Rodino Applicability The Transaction is structured as an asset purchase, with the Buyer acquiring the CleanLeaf and PureHaven product lines from the Seller for a purchase price of $95,000,000. Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission ("FTC"), certain acquisitions of assets or voting securities that exceed specified thresholds

VI. Regulatory Compliance Review A. Federal Regulatory Status We reviewed the federal regulatory compliance status of the CleanLeaf and PureHaven product lines across the principal federal agencies that exercise jurisdiction over household cleaning and personal care products. Our findings are summarized below. EPA / FIFRA. Certain CleanLeaf cleaning products make antimicrobial or disinfectant claims on their product

VII. Government Investigations and Inquiries During our interviews with Briarwood management, Malcolm Greer and Janet Tsao each represented that no government investigations, subpoenas, civil investigative demands, or inquiries are pending or, to their knowledge, threatened against Briarwood or any of its officers or directors in connection with the CleanLeaf or PureHaven product lines. Mr. Greer, as President and So

VIII. Insurance Coverage Summary (Litigation-Related) In connection with our litigation and regulatory due diligence, we reviewed the insurance coverage maintained by Briarwood that is relevant to litigation and product liability exposure. Our findings are summarized below. Existing Coverage. Briarwood maintains the following insurance policies relevant to this analysis: (a) Commercial General Liability Insurance — i

IX. Implications for APA and Transaction Documents The findings of our litigation and regulatory due diligence review have several implications for the drafting and negotiation of the APA and related transaction documents. Our recommendations are set forth below. A. Representations and Warranties We recommend the inclusion of comprehensive representations and warranties from the Seller in the APA addressing the follo

X. Open Items and Further Diligence Required The following items remain outstanding as of the date of this memorandum and require follow-up:

1. State-by-State Product Registration Schedule. A complete state-by-state product registration schedule has been requested from Briarwood, as described in Section VI.B above. This schedule is critical to assessing the full scope of the registration gap and determining the appropriate remediation strategy and cost estimate. As of the date of this memorandum, the schedule has not been received.

2. Complete Disclosure Schedules. The first draft of Briarwood's disclosure schedules was delivered on September 28, 2022 and is only partially complete. The litigation and regulatory compliance schedules — including the schedules that will list all pending and threatened litigation, government investigations, product liability claims, and regulatory filings — must be reviewed upon receipt. Any material findings from

3. Post-Reference Date Developments. Confirmation should be obtained from Briarwood management regarding any developments in litigation, regulatory matters, or product liability claims that have occurred since the June 30, 2022 reference date. A bring-down certificate or officer's certificate should be required at closing.

4. Coordination with Financial Diligence. We recommend coordination with Whitfield Ames LLP (contact: Susan Clearwater, Engagement Partner) regarding any financial statement implications of the state product registration gap, including potential contingent liabilities, possible fines or penalties, and any required adjustments to Briarwood's financial statements. We note that the inventory valuation variance of $2,500

5. R&W Insurance Underwriting. The state product registration gap finding should be communicated to Northbridge Risk Advisors LLC (Alison Chu) and Sentinel Specialty Insurance Company (Mark Ellison) as part of the R&W Insurance underwriting process. The impact of this finding on coverage terms, exclusions, and pricing should be assessed promptly.

XI. Conclusion and Recommendations Based on our litigation and regulatory due diligence review, the overall litigation and regulatory profile of the Acquired Assets is generally favorable to the Transaction. Our principal conclusions and recommendations are as follows: No Material Litigation. No material pending or threatened litigation was identified against Briarwood or involving the Acquired Assets. The two minor