Contract analysis

Section 1. Certification Regarding Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of Seller contained in Article IV of the Agreement is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications or limitations contained therein) as of the date of the Agreement (May 16, 2025) and as

Section 2. Certification Regarding Covenants The undersigned hereby certifies that Seller has duly performed and complied in all material respects with all of the covenants, agreements, obligations, and conditions required by the Agreement to be performed, complied with, or satisfied by Seller at or prior to the Closing, including without limitation the following pre-closing covenants: (a) Ordinary Course of Business

Section 3. Certification Regarding No Material Adverse Effect The undersigned hereby certifies that, since the date of the Agreement (May 16, 2025) through and including the Closing Date (June 16, 2025), there has not occurred any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect

Section 4. Certification Regarding Consents and Approvals The undersigned hereby certifies that all consents, approvals, authorizations, permits, orders, filings, registrations, and waivers of any third party (including any governmental authority, regulatory body, or quasi-governmental entity) required to be obtained or made by Seller in connection with the execution, delivery, and performance of the Agreement and th

Section 5. Certification Regarding Organizational Standing The undersigned hereby certifies, as of the Closing Date, that: (a) Meridian Consumer Brands LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware delivered at the Closing. The

Section 6. Certification Regarding Authorization; Attached Resolutions The undersigned hereby certifies that: (a) The execution, delivery, and performance by Seller of the Agreement and each of the ancillary agreements entered into in connection therewith (including the Transition Services Agreement, the Escrow Agreement with Pinnacle Trust Company, N.A., the intellectual Property Assignment Agreement, the Bill of Sa

Section 7. Certification Regarding No Proceedings The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, complaint, investigation, arbitration, mediation, or other proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Seller, any of its officers, managers, or members, or any of the Acquired Assets, before any federal, sta

Section 8. Certification Regarding Brokers The undersigned hereby certifies that no broker, finder, investment banker, financial advisor, or other person, other than Whitfield Barrow & Co. LLC (277 Park Avenue, 30th Floor, New York, NY 10172), is entitled to any brokerage fee, finder's fee, financial advisory fee, success fee, or other similar fee or commission in connection with the transactions contemplated by the

Section 9. Certification Regarding Closing Deliverables The undersigned hereby certifies that Seller is delivering, has delivered, or is causing to be delivered, at or prior to the Closing, each of the closing deliverables required to be delivered by Seller pursuant to Section 3.2 of the Agreement, including without limitation the following: (a) duly executed counterparts of the Asset Purchase Agreement, together wit

Section 10. Reliance; No Personal Liability This Certificate is being delivered to Buyer pursuant to Section 8.2(d) of the Agreement as a condition precedent to Buyer's obligation to consummate the Closing on the Closing Date. Buyer is entitled to rely on the certifications, representations, and statements contained herein in connection with the consummation of the transactions contemplated by the Agreement, and such

1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Managers of Meridian Consumer Brands LLC, duly adopted effective as of May 14, 2025, in accordance with Section 18-404(d) of the Delaware Limited Liability Company Act and Section 5.4 of the LLC Agreement.

2. The Resolutions set forth in the foregoing Unanimous Written Consent have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.

3. The persons named in the Resolutions as authorized officers of the Company are duly elected or appointed officers of the Company, currently hold the offices indicated, and their signatures as they appear on the Agreement, the ancillary agreements, and the Officer's Certificate are their genuine signatures.

4. The LLC Agreement has not been amended, modified, or supplemented in any manner that would affect the validity or effectiveness of the foregoing Resolutions, and the LLC Agreement is in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have executed this attestation as of June 16, 2025. ________________________________________ Gerald Fontenot General Counsel & Corporate Secretary Meridian Consumer