Contract analysis

I. Executive Summary This memorandum sets forth our analysis of the equity commitment letter (the "ECL") dated August 12, 2022, executed by Lakepoint Capital Partners, LP ("Lakepoint"), a Delaware limited partnership, in favor of Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company, in connection with Meridian's proposed acquisition of the CleanLeaf and PureHaven consumer product l

II. Background and Transaction Overview Meridian Consumer Brands LLC is a Delaware limited liability company and a portfolio company of Lakepoint Capital Partners, LP. Meridian is pursuing the acquisition of two consumer product lines — the CleanLeaf home cleaning line and the PureHaven personal care line — from Briarwood Home Essentials, Inc., an Ohio corporation, pursuant to an asset purchase structure. The Transac

III. Summary of Key Terms of the Equity Commitment Letter The following summarizes the material provisions of the ECL as executed on August 12, 2022. We have organized our summary by topic and have included analytical commentary where appropriate. A. Parties. The parties to the ECL are as follows: • Commitment Party: Lakepoint Capital Partners, LP, a Delaware limited partnership, in its capacity as the equity sponsor

1. Execution of Definitive APA. Execution and delivery of a definitive Asset Purchase Agreement in form and substance satisfactory to Lakepoint. This condition gives Lakepoint a degree of discretion over the final terms of the APA, which is typical in sponsor-backed transactions where the sponsor exercises governance authority over the portfolio company's material agreements. As a practical matter, Lakepoint, through

2. Simultaneous Debt Funding. Simultaneous funding of the $60,000,000 senior secured term loan by Harborview National Bank, N.A. under the Debt Commitment Letter, or satisfaction of all conditions precedent to such funding such that the debt is available to be drawn at Closing. This condition links Lakepoint's equity funding obligation to the availability of the debt financing and creates a "double conditionality" ri

3. Satisfaction of APA Closing Conditions. Satisfaction (or waiver by the applicable party) of all conditions to Closing set forth in the APA. Because the APA has not yet been finalized, the specific conditions to Closing are not yet determined. However, based on the current draft circulated on July 19, 2022, we anticipate customary conditions including accuracy of representations and warranties, performance of coven

4. No Material Adverse Effect. No material adverse effect shall have occurred with respect to Briarwood or the Acquired Assets between the date of the ECL (August 12, 2022) and the Closing date. The MAE condition in the ECL is analyzed in Section VI.B below with particular attention to its alignment with the MAE definition in the APA.

5. Accuracy of Briarwood Representations. The representations and warranties of Briarwood in the APA shall be accurate in all material respects as of the Closing date (or, to the extent such representations speak as of a specific date, as of such date). This condition effectively allows Lakepoint to decline funding if Briarwood's representations have become inaccurate in a manner that would permit Meridian to termina

6. Legal Opinions. Delivery by Lakepoint's counsel of customary legal opinions. These opinions will likely address Lakepoint's valid formation, authority, enforceability of the ECL, and non-contravention. As Lakepoint's outside counsel for this Transaction, Calderwood & Harkness LLP may be called upon to deliver or arrange for the delivery of these opinions, and we should begin preparation of the opinion framework in

7. No Legal Proceedings. No legal proceeding shall be pending or threatened by any governmental authority or third party that would enjoin, prohibit, or materially impair the consummation of the Transaction. This condition is customary and typically tracks similar language in the APA's closing conditions. Analytical Note Regarding Conditionality. The foregoing conditions are, in the aggregate, consistent with market

IV. Enforcement Mechanics A. Direct Enforcement by Meridian The ECL grants Meridian the right to seek specific enforcement of Lakepoint's funding obligation, subject to the satisfaction (or waiver) of all conditions precedent to funding set forth in the ECL. Specific performance is designated as the primary remedy available to Meridian in the event that Lakepoint fails to fund the equity commitment at Closing when re

V. Interplay with Debt Commitment Letter A. Summary of Debt Commitment The debt component of the Transaction financing is governed by the Debt Commitment Letter dated August 5, 2022, issued by Harborview National Bank, N.A., in its capacity as lead arranger and administrative agent for the proposed senior secured term loan facility. Harborview is headquartered at One Harborview Plaza, Charlotte, North Carolina 28202.

VI. Key Risk Items and Observations A. Double Conditionality Risk As discussed in Sections III.D and V.B above, the mutual cross-conditioning between the ECL and the Debt Commitment Letter represents a structural risk in the Transaction financing architecture. The ECL conditions Lakepoint's equity funding obligation on the simultaneous availability of the Harborview debt, and the Debt Commitment Letter conditions Har

VII. Open Items and Recommendations Based on the analysis set forth in this memorandum, we have identified the following open items and recommendations for the deal team. These items should be addressed promptly in coordination with the ongoing APA negotiation process and the broader Transaction workstream.

1. Confirm ECL Long-Stop Date. Verify the specific ECL Long-Stop Date and confirm alignment with the Harborview Debt Commitment Letter expiration date (February 5, 2023) and the LOI exclusivity period (March 28, 2023). If the ECL expires before the Debt Commitment Letter, the resulting timing gap creates a risk that the equity commitment could lapse while the debt commitment remains available (or vice versa). Ideally

2. Harmonize Conditions Precedent. Work with the deal team, Wavecrest Partners LLC (Steven Marchetti, Lena Kowalski), and Lakepoint (Thomas Liang) to ensure that the APA closing conditions, ECL conditions, and Debt Commitment Letter conditions are internally consistent and do not create circular conditionality. Consider implementing a simultaneous funding protocol and requiring written confirmations of readiness to f

3. Clarify Scope of Equity Commitment. Confirm whether the $35,000,000 equity commitment covers only the equity portion of the purchase price or also includes Transaction costs, expenses, and working capital adjustments. If the commitment is sized solely for the purchase price gap, identify alternative funding sources for ancillary costs.

4. Align MAE Definitions. Upon finalization of the APA, conduct a detailed comparison of the MAE definition in the ECL with the MAE definition in the APA. Flag any discrepancies for negotiation with Lakepoint. Ideally, the ECL should incorporate the APA's MAE definition by reference.

5. Confirm No Reverse Break-Up Fee Obligation. Note the absence of a reverse break-up fee in both the LOI and the ECL. Assess whether Briarwood's counsel (Caldwell, Pruitt & Shaw LLP, Rachel Underwood) may request a reverse break-up fee during APA negotiations, and coordinate with Lakepoint on the sponsor's willingness to support such a provision.

6. Review Assignment Provisions. Confirm whether any co-investment vehicle or affiliated fund assignment by Lakepoint is contemplated in connection with the Transaction. If so, review the organizational documents and capitalization of the proposed assignee to ensure that Meridian's rights under the ECL are not adversely affected and that Lakepoint's primary liability is preserved.

7. Coordinate with Debt Commitment Review. Cross-reference the findings in this memorandum with the Debt Commitment Letter Review Memorandum dated August 10, 2022 (separately prepared by this office). Ensure parallel tracking of all financing-related conditions, deadlines, fees (including the ticking fee commencing November 3, 2022), and coordination requirements.

8. Update Client. Prepare a summary memorandum for Diana Ressler (General Counsel) and Priya Anand (CFO) regarding the ECL's key terms and risk items. The client summary should be presented in a format accessible to non-lawyers and should highlight the actionable items requiring management attention or decision. Coordinate with Lakepoint's Thomas Liang on any clarification needed regarding capital availability, commi

VIII. Conclusion The Lakepoint Capital Partners, LP Equity Commitment Letter dated August 12, 2022 is generally consistent with market practice for sponsor-backed asset acquisitions in the mid-market segment. The instrument reflects a straightforward commitment by Lakepoint to fund $35,000,000 in equity to Meridian Consumer Brands LLC to finance a portion of the $95,000,000 aggregate purchase price for the acquisitio