Contract analysis

1. Statutory Tax Liens. Statutory liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the financial statements of Seller, provided that such liens do not, individually or in the aggregate, materially impair the use of the affected Acquired Assets.

2. Mechanics' and Similar Liens. Mechanics' liens, materialmen's liens, carriers' liens, workers' liens, repairers' liens, and other similar liens arising or incurred in the ordinary course of business for amounts not yet due and payable or that are being contested in good faith by appropriate proceedings, provided that such liens do not, individually or in the aggregate, materially impair the use of the affected Acq

3. Zoning and Land Use Restrictions. Zoning, building codes, land use ordinances, regulations, restrictions, and other similar governmental regulations and requirements that are applicable to the Owned Real Property or the Leased Real Property that do not materially impair the current use, occupancy, or operation of the affected property as currently conducted by Seller as of the date of the Agreement, including all

4. Easements and Encumbrances of Record — West Jefferson Distribution Center. Easements, rights-of-way, covenants, conditions, restrictions, reservations, and other similar encumbrances of record affecting the West Jefferson Distribution Center located at 500 Commerce Boulevard, West Jefferson, OH 43162, as disclosed in the title commitment or title report to be delivered pursuant to the Agreement, provided that such

5. Landlord's Interest — Marysville Lease. The interest of Buckeye Industrial Properties LLC, as landlord, in the Marysville Manufacturing Facility located at 2800 Industrial Parkway, Marysville, OH 43040, pursuant to the Marysville Lease, including all rights reserved to the landlord under the terms of the Marysville Lease.

6. Encumbrances to Be Released at Closing. Any liens, security interests, or other encumbrances that will be released at or prior to the Closing by Seller at Seller's sole cost and expense, including any liens or security interests arising under Seller's existing credit facility or any other financing arrangement of Seller. Seller shall deliver evidence of the release or termination of all such encumbrances at or pri

7. Purchase Money Security Interests and Equipment Financing Liens. Purchase money security interests and equipment financing liens on specific items of Tangible Personal Property included in the Acquired Assets, to the extent disclosed in Seller's disclosure schedules delivered pursuant to the Agreement and scheduled to be released at or prior to the Closing. A list of all such purchase money security interests and

1. Pending Data. Employee data set forth in this Schedule is based on information provided in Seller's partial disclosure schedules delivered September 28, 2022, and supplemental data room materials reviewed through October 12, 2022. Buyer reserves the right to update, supplement, and modify this Schedule upon receipt of complete disclosure schedules from Seller. Buyer has requested that Seller deliver final and comp

2. Offer of Employment. Buyer intends to offer employment to all one hundred eighty-six (186) Transferred Employees on terms and conditions that are substantially comparable to those currently provided by Seller, as required by Section 4.15 of the Agreement. Offer letters will be prepared and distributed to all Transferred Employees in advance of the Closing. Employment with Buyer will be on an at-will basis, subject

3. Employee Benefit Plans. Seller's existing employee benefit plans, including the Briarwood Home Essentials, Inc. 401(k) Savings Plan, are Excluded Assets pursuant to Schedule 1.1(b) and will not be assumed by Buyer. Buyer will offer enrollment in Buyer's own employee benefit programs to all Transferred Employees, effective as of their first date of employment with Buyer. Buyer's benefit programs include medical, de

4. WARN Act Analysis. Based on headcount at the Marysville Manufacturing Facility (approximately 112 employees) and the West Jefferson Distribution Center (approximately 48 employees), the transaction may constitute a "plant closing" or "mass layoff" event under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the "WARN Act"), and any applicable state WARN Act equivalents, if Buyer were to f

5. Key Employees. Buyer has identified certain key employees among the Transferred Employees who are critical to the ongoing operation of the CleanLeaf and PureHaven product lines. Employment retention agreements or other incentive arrangements may be negotiated with certain key employees separately, subject to the terms of the Agreement. SCHEDULE 1.1(b)-A — DESCRIPTION OF RETAINED BUSINESS This Schedule is delivered

1. Estimated Amounts. All dollar amounts set forth in these Schedules are estimates as of the Reference Date (June 30, 2022) and are subject to adjustment at or following the Closing pursuant to the terms of the Agreement, including the closing adjustment mechanism set forth in Section 2.3 of the Agreement. Actual amounts at Closing may differ materially from the estimates set forth herein, and no representation or w

2. Partial Disclosure Schedules. Seller has delivered only partial, first-draft disclosure schedules as of September 28, 2022. Buyer's Schedules will be updated and reconciled upon receipt of complete Seller disclosure schedules, and Buyer reserves the right to add, delete, modify, or supplement any item or information set forth in these Schedules at any time prior to Closing based on additional information received

3. No Admission of Materiality. The inclusion of any item, amount, or other information in these Schedules does not constitute an admission by either party that such item, amount, or information is material to the business, financial condition, results of operations, or prospects of the CleanLeaf and PureHaven product lines or the Acquired Assets. The thresholds and materiality qualifications set forth in the Agreeme

4. Governing Law and Interpretation. These Schedules are qualified in their entirety by reference to the Agreement and shall be interpreted in accordance with the laws of the State of New York, without regard to any conflict of laws principles that would require the application of the law of another jurisdiction, consistent with the governing law provision set forth in Section 10.8 of the Agreement.

5. Right to Supplement. Buyer reserves the right to supplement, amend, or modify these Schedules at any time prior to Closing, subject to the terms and conditions of the Agreement governing updates to the Schedules and disclosure schedules. Any such supplement, amendment, or modification shall be delivered to Seller in writing and shall be subject to Seller's review and comment in accordance with the procedures set f

6. Cross-References. Information disclosed in any particular Schedule shall be deemed disclosed with respect to each other Schedule to the extent the relevance of such information to such other Schedule is reasonably apparent on the face of such disclosure, without regard to any specific cross-reference. Headings and titles of the Schedules and the individual categories therein are for convenience of reference only a

7. Documents and Agreements. References to contracts, agreements, leases, and other documents in these Schedules are qualified in their entirety by the full text of such documents, copies of which have been made available to Buyer in the electronic data room established by Seller in connection with the transactions contemplated by the Agreement. In the event of any inconsistency between a summary description set fort