Contract analysis

I. COVER LETTER / TRANSMITTAL SUMMARY October 1, 2022 Alison Chu Northbridge Risk Advisors LLC 1 World Financial Center, Suite 2500 New York, NY 10281 Re: Preliminary Underwriting Submission — Representations and Warranties Insurance Proposed Acquisition of CleanLeaf and PureHaven Product Lines from Briarwood Home Essentials, Inc. by Meridian Consumer Brands LLC Calderwood & Harkness LLP Matter No.: 1011-00005 Dear A

II. TRANSACTION OVERVIEW A. Parties Buyer: Meridian Consumer Brands LLC is a Delaware limited liability company headquartered at 440 Park Avenue South, 18th Floor, New York, NY 10016 (EIN: 83-2947106). The Buyer's management team includes Gareth Holloway, Chief Executive Officer and Managing Member; Priya Anand, Chief Financial Officer; and Diana Ressler, General Counsel. Meridian is a portfolio company of Lakepoint

III. TRANSACTION FINANCING The proposed acquisition will be financed through a combination of senior secured debt and equity contributions from the Buyer's sponsor, as summarized below. Debt Financing: The Buyer has obtained a commitment for a $60,000,000 senior secured term loan facility from Harborview National Bank, N.A. (One Harborview Plaza, Charlotte, NC 28202; Relationship Manager: Carolyn Dubois). The commitm

IV. INDEMNIFICATION STRUCTURE UNDER THE APA The following summarizes the indemnification structure as set forth in the second draft of the APA (circulated September 15, 2022). We note that several indemnification-related provisions remain the subject of ongoing negotiations between the Buyer and the Seller, and the final agreed-upon terms may differ from those described below. We will promptly update the underwriter

V. PROPOSED R&W INSURANCE COVERAGE A. Policy Type The Buyer is seeking a buy-side representations and warranties insurance policy to provide coverage for losses arising from breaches of the Seller's representations and warranties in the APA. The policy is intended to supplement, and not replace, the Seller's indemnification obligations under the APA. The Buyer views the R&W insurance policy as an important component

VI. SUMMARY OF DUE DILIGENCE CONDUCTED A. Due Diligence Process Overview Formal due diligence commenced on June 14, 2022, when the Buyer was granted access to the Pemberton Systems virtual data room established by the Seller's financial advisor, Greystone Hobbs & Co., under Project Code: BHE-CleanLeaf-2022. A comprehensive due diligence request list was transmitted by Calderwood & Harkness LLP to the Seller's counsel

I. Financial Diligence Whitfield Ames LLP delivered its preliminary financial diligence memorandum on October 14, 2022. The key findings are summarized below. Revenue and EBITDA: The CleanLeaf and PureHaven product lines generated combined revenue of $68,000,000 and combined EBITDA of $11,200,000 for fiscal year 2021, as reflected in the product line financial statements audited by Hargrove & Linton, P.C. Whitfield A

VII. KNOWN ISSUES AND RISK ITEMS FOR UNDERWRITER CONSIDERATION The following matters are flagged for the underwriter's attention. Each represents either an identified risk factor, an open diligence item, or a negotiation point that may be relevant to the structuring and pricing of the R&W insurance policy. We have endeavored to present each item candidly and in sufficient detail to enable the underwriter to make an i

VIII. KEY REPRESENTATIONS AND WARRANTIES IN THE APA A. Seller's Representations (Summary of Material Categories) The second draft of the APA (circulated September 15, 2022) contains the following material categories of representations and warranties made by the Seller. These representations form the basis of the coverage sought under the proposed R&W insurance policy.

1. Organization, Good Standing, and Qualification (fundamental) — The Seller represents that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its assets requires such qualification.

2. Authority and Enforceability (fundamental) — The Seller represents that it has full corporate power and authority to enter into and perform its obligations under the APA and the ancillary agreements, and that the APA constitutes the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

3. Title to Acquired Assets; No Encumbrances (fundamental) — The Seller represents that it has good and marketable title to the Acquired Assets, free and clear of all liens, pledges, security interests, claims, charges, and encumbrances, other than permitted encumbrances.

4. Financial Statements; Accuracy of Books and Records — The Seller represents that the financial statements delivered to the Buyer are true, correct, and complete in all material respects and have been prepared in accordance with GAAP, consistently applied.

5. Absence of Undisclosed Liabilities — The Seller represents that there are no liabilities or obligations of or relating to the Acquired Assets, whether accrued, absolute, contingent, or otherwise, except as reflected in the financial statements or disclosed in the schedules.

6. Absence of Certain Changes — The Seller represents that, since the reference date of June 30, 2022, there has been no material adverse change in the business, operations, financial condition, or results of operations of the Acquired Assets, and the Seller has conducted the business in the ordinary course consistent with past practice.

7. Compliance with Laws; Permits and Licenses — The Seller represents that the business of the Acquired Assets has been conducted in compliance with all applicable laws, regulations, and orders, and that all permits and licenses required for the operation of the business are valid and in full force and effect.

8. Material Contracts; No Defaults — The Seller represents that all material contracts are in full force and effect, that the Seller is not in breach or default under any material contract, and that no counterparty has notified the Seller of any claimed breach or default. 9. intellectual Property Ownership and Non-Infringement — The Seller represents that it owns or has the right to use all intellectual property nece

10. Real Property; Leases — The Seller represents that it has good and marketable title to the owned real property and valid leasehold interests in the leased real property, and that all leases are in full force and effect with no defaults.

11. Environmental Compliance; No Hazardous Materials — The Seller represents that the business has been conducted in compliance with all applicable environmental laws, that no hazardous materials have been released on or from the properties in violation of applicable law, and that there are no pending or threatened environmental claims.

12. Employment Matters; Labor Relations; Benefit Plans — The Seller represents that it is in compliance with all applicable employment laws, that there are no pending or threatened employment claims, and that all employee benefit plans have been maintained in compliance with ERISA and applicable law.

13. Tax Matters (fundamental) — The Seller represents that all tax returns have been timely filed and all taxes have been timely paid, and that there are no pending tax audits, assessments, or claims.

14. Product Liability and Warranty Claims — The Seller represents that there are no pending or threatened product liability or warranty claims, and that the products conform to applicable product specifications and regulatory requirements.

15. Inventory Condition and Valuation — The Seller represents that the inventory consists of items that are of merchantable quality, are not obsolete or defective, and are valued on the Seller's books in accordance with GAAP.

16. Accounts Receivable Collectibility — The Seller represents that the accounts receivable are bona fide, arose in the ordinary course of business, and are collectible in the ordinary course.

17. Litigation and Proceedings — The Seller represents that there are no pending or threatened claims, actions, suits, or proceedings against the Seller or involving the Acquired Assets.

18. Brokers' Fees — The Seller represents that no broker, finder, or investment banker is entitled to any fee or commission in connection with the transaction other than as disclosed.

19. Full Disclosure / No Material Misstatement — The Seller represents that no representation or warranty made by the Seller in the APA contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made not misleading. B. Buyer's Representations (Summary) The Buyer has made the following categories of representations and warranties in the APA:

1. Organization and Good Standing — The Buyer represents that it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

2. Authority and Enforceability — The Buyer represents that it has full power and authority to enter into and perform its obligations under the APA.

3. Sufficient Funds; Financing Commitments — The Buyer represents that it has, or at the closing will have, sufficient funds to consummate the transactions contemplated by the APA, including through the debt and equity financing commitments described in Section III.

4. No Conflicts — The Buyer represents that the execution, delivery, and performance of the APA will not conflict with or result in a violation of the Buyer's organizational documents, any applicable law, or any contract to which the Buyer is a party.

5. Brokers' Fees — The Buyer represents that no broker, finder, or investment banker is entitled to any fee or commission from the Buyer in connection with the transaction other than as disclosed. C. Knowledge Qualifiers The scope of the knowledge qualifier applicable to the Seller's representations and warranties remains an open negotiation item between the parties. The Seller has proposed, in its August 22, 2022 ma

IX. DISCLOSURE SCHEDULES STATUS Briarwood Home Essentials, Inc. delivered partial, first-draft disclosure schedules to the Buyer on September 28, 2022. As of the date of this submission, the disclosure schedules remain incomplete, and several significant sections are in draft form or have not been delivered. Final, complete disclosure schedules have not been provided. The items currently disclosed in the draft schedu

X. ANCILLARY AGREEMENTS The following ancillary agreements are contemplated in connection with the proposed transaction. Draft forms of each agreement have been prepared and are available for underwriter review in the data room or upon request. (a) Bill of Sale. A draft form Bill of Sale is attached as an exhibit to the APA and will be executed and delivered at closing to convey the Seller's right, title, and interes