Contract analysis

I. Executive Summary This memorandum summarizes the findings from our review of material contracts related to the CleanLeaf (home cleaning) and PureHaven (personal care) product lines of Briarwood Home Essentials, Inc. ("Briarwood," the "Company," or the "Seller"), an Ohio corporation headquartered at 1175 Creekside Drive, Suite 400, Columbus, OH 43215, in connection with the proposed acquisition of substantially all

II. Scope of Review and Methodology A. Data Room and Document Sources All contracts reviewed for purposes of this memorandum were accessed through the Pemberton Systems virtual data room established for this transaction under project code BHE-CleanLeaf-2022. Access to the data room was granted on June 14, 2022, and has been maintained continuously since that date. The data room is organized into the following relevan

III. Customer Contracts — Overview A. Summary of the 23 Assigned Customer Contracts Our review identified a total of 23 customer contracts that are to be assigned from Briarwood to Meridian at closing as part of the Acquired Assets. These contracts collectively govern the distribution and supply of CleanLeaf and PureHaven branded products — encompassing approximately 142 active SKUs across both product lines — to maj

1. Veltrano Retail Holdings, Inc. Date of Agreement: March 15, 2019 Remaining Term: Approximately 20 months (expires March 14, 2024) Approximate Annual Revenue: $11,200,000 Nature of Restrictive Clause: Section 14.3 of the Master Supply Agreement contains both an anti-assignment clause and a change-of-control provision. The anti-assignment clause provides that "[n]either party may assign this Agreement or any rights

2. GreenTree Grocers, LLC Date of Agreement: January 8, 2021 Remaining Term: Approximately 18 months (expires January 7, 2024) Approximate Annual Revenue: $8,400,000 Nature of Restrictive Clause: Section 11.2 of the Vendor Supply Agreement contains an anti-assignment clause providing that the agreement "shall not be assigned by Vendor without the prior written consent of GreenTree Grocers, which consent shall not be

3. NorthStar Mass Merchants, Inc. Date of Agreement: June 1, 2020 Remaining Term: Approximately 11 months (expires May 31, 2023) Approximate Annual Revenue: $7,200,000 Nature of Restrictive Clause: Section 16.1 of the Product Supply and Distribution Agreement provides that "[t]his Agreement may not be assigned by either party without the prior written consent of the other party, which consent may be granted or withhe

4. Brindoval SuperStores, LP Date of Agreement: April 1, 2021 Remaining Term: Approximately 9 months (expires March 31, 2023) Approximate Annual Revenue: $4,800,000 Nature of Restrictive Clause: Section 9.4 of the Supplier Agreement provides that the agreement "may not be assigned by Supplier without the prior written consent of Brindoval, which consent shall not be unreasonably withheld." There is no separate change

5. Evergreen Digital Commerce, LLC Date of Agreement: May 15, 2021 Remaining Term: Approximately 10 months (expires May 14, 2023) Approximate Annual Revenue: $3,600,000 Nature of Restrictive Clause: Section 12.1 of the Online Marketplace Agreement contains a broad anti-assignment clause: "This Agreement is personal to the parties and may not be assigned, delegated, or transferred by either party without the prior wri

6. Lakewood Wholesale Distributors Date of Agreement: October 15, 2019 Remaining Term: Approximately 3 months (expires October 14, 2022) Approximate Annual Revenue: $2,800,000 Nature of Restrictive Clause: Section 8.6 of the Wholesale Distribution Agreement provides that the agreement "shall not be assigned by either party without the prior written consent of the other party, which consent may be withheld in such par

7. Ironwood Club Stores, LLC Date of Agreement: December 1, 2020 Remaining Term: Approximately 4 months (expires November 30, 2022) Approximate Annual Revenue: $1,600,000 Nature of Restrictive Clause: Section 10.2 of the Club Store Supply Agreement provides that "neither party may assign, transfer, or sublicense this Agreement or any rights hereunder without the prior written consent of the other party." Section 10.3

IV. Supply Agreements A. Overview We reviewed six (6) material supply agreements that support the manufacturing and production operations for the CleanLeaf and PureHaven product lines. These agreements cover the procurement of raw chemical materials, packaging components, fragrance and specialty ingredients, and labels/printing for the products manufactured at Briarwood's facility located at 2800 Industrial Parkway,

1. Ashford Chemical Supply Co. — Raw Materials Counterparty: Ashford Chemical Supply Co. Contract Date: February 1, 2019 Term/Expiration: 5 years, expiring January 31, 2024 Subject Matter: Supply of surfactants, solvents, citric acid, and other chemical raw materials for CleanLeaf products Volume Commitments: Minimum annual purchase obligation of $3,800,000; Briarwood has consistently exceeded this minimum Pricing Te

2. Pinnacle Polymer Packaging, Inc. — Packaging Components Counterparty: Pinnacle Polymer Packaging, Inc. Contract Date: September 1, 2020 Term/Expiration: 3 years, expiring August 31, 2023 Subject Matter: Supply of HDPE bottles, PP caps, pumps, and trigger sprayers for CleanLeaf and PureHaven products Volume Commitments: Minimum annual purchase obligation of $2,200,000 Pricing Terms: Fixed pricing, subject to renego

3. Meridian Botanicals, LLC — Fragrance and Specialty Ingredients Counterparty: Meridian Botanicals, LLC (no relation to the Buyer) Contract Date: April 15, 2020 Term/Expiration: 3 years, expiring April 14, 2023 Subject Matter: Supply of proprietary fragrance blends and specialty botanical extracts (lavender, tea tree, eucalyptus, chamomile) for PureHaven personal care products Volume Commitments: Minimum annual purc

4. Great Lakes Label Corporation — Labels and Printing Counterparty: Great Lakes Label Corporation Contract Date: January 15, 2021 Term/Expiration: 2 years, expiring January 14, 2023 Subject Matter: Product labels, shrink-wrap sleeves, and printed packaging materials Volume Commitments: No minimum purchase obligation; pricing based on volume tiers Pricing Terms: Tiered pricing based on annual order volume Exclusivity

5. Hawthorne Container Solutions, LP — Packaging Counterparty: Hawthorne Container Solutions, LP Contract Date: March 10, 2021 Term/Expiration: 2 years, expiring March 9, 2023 Subject Matter: Supply of glass bottles and specialty containers for PureHaven premium product line Volume Commitments: Minimum annual purchase obligation of $600,000 Pricing Terms: Fixed pricing Exclusivity: Non-exclusive Assignment/Change-of-

6. Midwest Industrial Chemicals, Inc. — Raw Materials Counterparty: Midwest Industrial Chemicals, Inc. Contract Date: June 1, 2021 Term/Expiration: 2 years, expiring May 31, 2023 Subject Matter: Supply of sodium lauryl sulfate, glycerin, and other base chemicals for PureHaven personal care products Volume Commitments: Minimum annual purchase obligation of $1,400,000 Pricing Terms: Fixed pricing for year one; indexed

V. Co-Manufacturing and Toll Manufacturing Agreements Our review identified one (1) co-manufacturing agreement related to the CleanLeaf and PureHaven product lines: Counterparty: Oakridge Manufacturing Solutions, Inc. Contract Date: October 1, 2020 Term/Expiration: 3 years, expiring September 30, 2023 Subject Matter: Co-manufacturing agreement under which Oakridge manufactures certain CleanLeaf cleaning product SKUs

VI. Distribution and Logistics Agreements Our review identified three (3) distribution and logistics agreements related to the CleanLeaf and PureHaven product lines:

1. Keystone Freight Services, Inc. — Third-Party Logistics Counterparty: Keystone Freight Services, Inc. Contract Date: July 1, 2019 Term/Expiration: 3 years, auto-renewed July 1, 2022 for an additional 2-year term (expiring June 30, 2024) Subject Matter: Third-party logistics services, including outbound freight management, carrier procurement, and shipment tracking for CleanLeaf and PureHaven products shipped from

2. Cardinal Warehousing, LLC — Overflow Warehousing Counterparty: Cardinal Warehousing, LLC Contract Date: November 15, 2021 Term/Expiration: 1 year, auto-renewing (60-day opt-out), currently in initial term through November 14, 2022 Subject Matter: Overflow warehousing services for finished goods inventory at Cardinal's facility in Springfield, Ohio, utilized during peak seasonal periods (primarily Q4). Annual Contr

3. Riverfront Cold Chain Solutions, Inc. — Temperature-Controlled Storage Counterparty: Riverfront Cold Chain Solutions, Inc. Contract Date: March 1, 2022 Term/Expiration: 2 years, expiring February 28, 2024 Subject Matter: Temperature-controlled storage for certain PureHaven products containing temperature-sensitive botanical ingredients. Storage is provided at Riverfront's facility in Columbus, Ohio. Annual Contrac

VII. Licensing Agreements Our review identified two (2) licensing agreements related to the CleanLeaf and PureHaven brands:

1. Inbound License — GreenGuard Certification Mark License Licensor: GreenGuard Environmental Institute Licensee: Briarwood Home Essentials, Inc. Contract Date: May 1, 2020 Term/Expiration: 3 years, expiring April 30, 2023 Subject Matter: License to use the GreenGuard Certified mark on qualifying CleanLeaf cleaning products that meet the GreenGuard standard for low chemical emissions and environmental safety. Current

2. Outbound License — PureHaven Brand License to Cedarpoint Spa Group Licensor: Briarwood Home Essentials, Inc. Licensee: Cedarpoint Spa Group, LLC Contract Date: August 15, 2021 Term/Expiration: 2 years, expiring August 14, 2023 Subject Matter: Limited, non-exclusive license to Cedarpoint Spa Group to use the PureHaven brand name and trade dress on a co-branded line of spa products sold exclusively through Cedarpoin

VIII. Other Material Contracts In addition to the customer contracts, supply agreements, co-manufacturing agreement, distribution and logistics agreements, and licensing agreements analyzed above, our review identified the following additional contracts in the data room that are material to the CleanLeaf and PureHaven product lines: A. Marketing and Advertising Agreements Counterparty: Whitaker-Quinn Advertising Agen

IX. Assumed Liabilities Under Assigned Contracts A. Trade Payables Trade payables related to the CleanLeaf and PureHaven product lines are estimated at approximately $4,200,000 as of June 30, 2022. This figure is based on Briarwood's management estimates and has been cross-referenced with the preliminary financial diligence work product of Whitfield Ames LLP. The trade payables consist primarily of amounts owed to su

X. Contracts Shared Between Acquired Product Line and Retained Business Our review identified four (4) contracts that service both the CleanLeaf/PureHaven product lines and Briarwood's retained Commercial Janitorial Services Division: For each of these shared contracts, the following treatment options are available: Option 1 — Partial Assignment. The contract is partially assigned to Meridian with respect to the Clea