Contract analysis

I. Executive Summary This memorandum has been prepared by Calderwood & Harkness LLP ("C&H") for the purpose of summarizing the key terms, negotiation outcomes, risk points, and outstanding items in connection with the proposed carve-out divestiture of the PureGlow personal-care product line (the "PureGlow Business" or "PureGlow") by Meridian Consumer Brands LLC ("MCB," "Meridian," or the "Seller") to Lakebridge Home

II. Parties and Advisors A. Seller Meridian Consumer Brands LLC is a limited liability company organized and existing under the laws of the State of Delaware, with Employer Identification Number (EIN) 83-2947156. MCB's principal headquarters are located at 450 Park Avenue South, 14th Floor, New York, NY 10016. Its registered agent for service of process in Delaware is Capitol Registered Agents Inc., located at 1209 O

III. Transaction Structure A. Overview The transaction is structured as an asset purchase governed by an Asset Purchase Agreement (the "APA"), rather than as a sale of stock or membership interests. Under the APA, Meridian Consumer Brands LLC will sell, convey, transfer, assign, and deliver to Lakebridge Home & Personal Care, Inc. all of the identified "Acquired Assets" constituting the PureGlow personal-care product

1. Inventory. All PureGlow-branded finished goods, raw materials, work-in-process, packaging materials, and supplies, comprising 23 stock keeping units (SKUs) across four product categories: body wash, lotion, facial cleanser, and hand soap. As of the most recently available inventory count, the aggregate book value of PureGlow inventory is approximately $8,200,000.

2. Manufacturing Equipment and Tangible Personal Property. All manufacturing equipment, machinery, tooling, molds, production line equipment, furniture, fixtures, and other tangible personal property located at the Dayton, Ohio manufacturing facility (2200 Dryden Road, Dayton, OH 45439) and used exclusively or primarily in connection with the PureGlow product line. The aggregate book value of such tangible personal p

4. Customer Contracts. Eight (8) customer supply and/or distribution agreements pursuant to which PureGlow products are sold to retail and wholesale customers, including the supply agreement with Hartwell Retail Group, the largest PureGlow customer, which accounted for FY2024 PureGlow sales of approximately $14,200,000, representing approximately 24.48% of PureGlow revenue. Each of the eight customer contracts will b

5. Leasehold Interest. The Seller's leasehold interest in the manufacturing facility located at 2200 Dryden Road, Dayton, OH 45439, a facility comprising approximately 127,000 square feet. The lease is dated July 1, 2020, between MCB (as tenant) and Buckeye Industrial Realty Partners LLC (as landlord), with annual base rent of $1,143,000 and a remaining term of approximately 5.2 years, expiring on June 30, 2030. The

6. Books, Records, and Permits. All books, records, files, data, correspondence, and documentation relating exclusively to the PureGlow product line, including customer lists, supplier lists, pricing records, quality control records, regulatory filings, and all permits, licenses, and governmental authorizations relating exclusively to PureGlow operations.

7. FDA Product Listings. All FDA product listings and registrations for the PureGlow OTC-classified facial cleanser containing salicylic acid as an active ingredient, including related drug establishment registrations, National Drug Code (NDC) numbers, and product listing forms. Transfer of these listings will require coordination with the FDA as described in Section XVI below. C. Assumed Liabilities The Buyer will a

1. All liabilities and obligations arising under the Acquired Assets (including the assigned customer contracts and the Dayton facility lease) from and after the Closing Date, including trade payables incurred in the ordinary course of business from and after the Closing Date and all contract performance obligations accruing from and after the Closing Date.

2. All obligations of the tenant under the assigned Dayton facility lease arising from and after the Closing Date, including base rent payments, property tax pass-throughs, insurance obligations, and maintenance responsibilities.

3. Such other specific assumed liabilities as may be scheduled in the APA following further negotiation between the parties. The Assumed Liabilities schedule will be prepared and finalized during the APA negotiation process. All liabilities of the Seller not specifically identified as Assumed Liabilities shall be retained by the Seller as "Excluded Liabilities." D. Excluded Assets and Excluded Liabilities Excluded As

IV. PureGlow Business Overview and Valuation A. Business Description The PureGlow personal-care product line encompasses 23 SKUs across four product categories: body wash, lotion, facial cleanser, and hand soap. PureGlow products are manufactured at the Dayton, Ohio facility and distributed through mass-market retail channels and select e-commerce platforms pursuant to eight customer supply and distribution agreement

V. Purchase Price and Payment Mechanics A. Total Purchase Price The total Purchase Price for the Acquired Assets is $40,000,000, payable in cash, subject to the post-closing net working capital adjustment described in Section V.D below. The Purchase Price is a fixed amount and is not subject to any earnout, contingent consideration, or seller financing arrangements. B. Payment at Closing At the Closing, the Purchase

1. Cash at Closing: $36,000,000 (the "Cash at Closing"), payable by wire transfer of immediately available funds to a bank account designated by the Seller in writing not less than two (2) business days prior to the Closing Date. The Cash at Closing represents the total Purchase Price less the Indemnity Escrow Amount.

2. Indemnity Escrow Amount: $4,000,000 (the "Indemnity Escrow Amount"), representing 10% of the Purchase Price, to be deposited by the Buyer into an escrow account at Pinnacle Trust Company, N.A. (the "Escrow Agent") at the Closing, to be held and distributed in accordance with the terms of the Escrow Agreement described in Section V.C below. C. Indemnity Escrow The Indemnity Escrow Amount of $4,000,000 will serve as

VI. Purchase Price Allocation The parties have agreed to allocate the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, using the residual method. The purchase price allocation has been coordinated with Graymoor & Keene LLP (Howard Ellison, Tax Partner), MCB's tax and accounting a

VII. Representations and Warranties A. Seller's Representations The APA will contain customary representations and warranties of the Seller, tailored to the carve-out asset purchase context and the specific characteristics of the PureGlow product line. The Seller's representations and warranties, which will be qualified by the Seller's Disclosure Schedules to be prepared and delivered prior to signing, include the fo

1. Organization, Existence, and Good Standing. 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, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, including the State of Ohio (where the Dayton manufacturing facilit

2. Authority and Enforceability. The Seller has all requisite limited liability company power and authority to execute, deliver, and perform the APA and the ancillary agreements to which it is a party. The execution, delivery, and performance of the APA have been duly authorized by all necessary action on the part of the Seller, including approval of the board of managers of MCB. The APA constitutes a legal, valid, a

3. No Conflicts. The execution, delivery, and performance of the APA by the Seller will not (a) violate or conflict with the organizational documents of the Seller, (b) violate any material contract to which the Seller is a party or by which any Acquired Asset is bound, or (c) violate any applicable law, regulation, order, or governmental authorization, in each case except as would not reasonably be expected to have

4. Title to Acquired Assets. The Seller has good and marketable title to, or valid leasehold interests in, all of the Acquired Assets, free and clear of all liens, encumbrances, and security interests, other than Permitted Liens (to be defined in the APA).

5. Financial Statements. The carved-out financial statements of the PureGlow product line (including revenue, cost of goods sold, operating expenses, and Adjusted EBITDA) for the fiscal years ended December 31, 2023 and December 31, 2024, and the interim period ended February 28, 2025, fairly present in all material respects the financial condition and results of operations of the PureGlow business for the periods co

6. Absence of Undisclosed Liabilities. The PureGlow business has no liabilities or obligations of a nature required to be disclosed in financial statements prepared in accordance with GAAP, other than (a) liabilities reflected or reserved against in the most recent carve-out financial statements, (b) liabilities incurred in the ordinary course of business since the date of the most recent carve-out financial statemen

7. Absence of Material Adverse Effect. Since December 31, 2024, no event, circumstance, change, or effect has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect on the PureGlow business. The definition of "Material Adverse Effect" will include customary carve-outs for general economic conditions, industry conditions, changes in law, natural disasters, pandemics, and conditions r

8. Compliance with Laws. The PureGlow business has been operated in compliance with all applicable laws, rules, regulations, orders, and governmental authorizations in all material respects, including, without limitation, FDA regulations applicable to the manufacture, labeling, distribution, and marketing of the OTC-classified PureGlow facial cleanser (salicylic acid formulation). 9. intellectual Property. The Seller

10. Material Contracts. The Seller has made available to the Buyer true, correct, and complete copies of all material contracts relating to the PureGlow business. Each such material contract is valid, binding, and enforceable in accordance with its terms, and neither the Seller nor, to the knowledge of the Seller, any other party thereto, is in material breach or default under any such contract.

11. Environmental Matters. The PureGlow business has been operated in compliance with all applicable environmental laws in all material respects. There are no pending or, to the knowledge of the Seller, threatened environmental claims, actions, or proceedings relating to the Acquired Assets or the Dayton facility.

12. Employee and Labor Matters. The Seller has provided a complete and accurate list of all employees primarily dedicated to the PureGlow business, including each employee's position, location, compensation, and tenure. There are no pending or, to the knowledge of the Seller, threatened labor disputes, union organizing activities, or unfair labor practice charges relating to the PureGlow business.

13. Tax Matters. All tax returns required to be filed by the Seller with respect to the Acquired Assets have been timely filed, and all taxes due and payable with respect to the Acquired Assets have been paid in full. There are no pending or threatened tax audits, assessments, or claims relating to the Acquired Assets.

14. Product Liability / Product Warranties. There are no pending or, to the knowledge of the Seller, threatened product liability claims, product recalls, or warranty claims relating to PureGlow products that would, individually or in the aggregate, be material to the PureGlow business.

15. Inventory Condition. The PureGlow inventory included in the Acquired Assets is, in all material respects, of a quality and quantity usable and salable in the ordinary course of business and is valued consistently with the Seller's historical inventory accounting practices.

16. Customer and Supplier Relationships. The Seller has not received written notice from any customer or supplier representing five percent (5%) or more of PureGlow revenue or purchases, respectively, of its intention to terminate, materially reduce, or materially modify its relationship with the PureGlow business.

17. Brokers. The Seller's only obligation for brokerage commissions, finder's fees, or similar compensation in connection with the transaction is to Whitfield Barrow & Co. LLC, and such obligation is the sole responsibility of the Seller. B. Buyer's Representations The APA will contain the following representations and warranties of the Buyer:

1. Organization, Existence, and Good Standing. Lakebridge Home & Personal Care, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio.

2. Authority and Enforceability. The Buyer has all requisite corporate power and authority to execute, deliver, and perform the APA and the ancillary agreements to which it is a party. The execution, delivery, and performance of the APA have been duly authorized by all necessary corporate action on the part of the Buyer.

3. No Conflicts. The execution, delivery, and performance of the APA by the Buyer will not violate or conflict with the Buyer's organizational documents, any material contract to which the Buyer is a party, or any applicable law.

4. Financial Capability / Sufficiency of Funds. The Buyer has, and at the Closing will have, sufficient cash, available lines of credit, or other sources of immediately available funds to pay the Purchase Price and all fees and expenses incurred by the Buyer in connection with the transaction.

5. No Brokers. The Buyer's only obligation for brokerage commissions, finder's fees, or similar compensation in connection with the transaction is to Crestline Advisors LLC, and such obligation is the sole responsibility of the Buyer.

6. Investment Intent / No Distribution. The Buyer is acquiring the Acquired Assets for its own account for use in its business, and not with a view to, or for offer or sale in connection with, any distribution thereof. C. Classification of Representations The Seller's representations and warranties will be classified for purposes of the indemnification framework and survival provisions as follows: Fundamental Represe

VIII. Indemnification Framework A. Seller's Indemnification Obligations The Seller will indemnify, defend, and hold harmless the Buyer and its affiliates, officers, directors, employees, agents, successors, and permitted assigns (the "Buyer Indemnified Parties") from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) ("Losses") arising out of or resul

IX. Representations & Warranties Insurance The Buyer has obtained a buy-side representations and warranties insurance policy (the "R&W Policy") from Great Northern Mutual Insurance Company (the "Carrier"), with its principal office at 100 Summer Street, Suite 3000, Boston, MA 02110. The R&W Policy is a key element of the risk allocation framework for this transaction, providing the Buyer with additional coverage for

X. Pre-Closing Covenants A. Conduct of Business The APA will contain customary interim operating covenants requiring the Seller to operate the PureGlow business in the ordinary course of business consistent with past practice during the period between the execution of the APA and the Closing (the "Pre-Closing Period"). The purpose of these covenants is to preserve the value and integrity of the PureGlow business for

1. Landlord Consent. Consent of Buckeye Industrial Realty Partners LLC, as landlord under the Dayton facility lease, to the assignment of the lease from the Seller to the Buyer. This consent is a condition to the Buyer's closing obligations, as discussed in Sections XI.B and XIV.A. The Seller will initiate the consent request process promptly following the execution of the APA, with the cooperation of the Buyer.

2. Customer Consents. Consent of three (3) of the eight (8) customer supply and distribution agreements that require the counterparty's consent to assignment, including, most significantly, the supply agreement with Hartwell Retail Group. Initial outreach to these customers will be coordinated by Diane Choi (Seller) and Philip Kowalski (Buyer) to ensure a smooth transition and maintain customer relationships. The rec

3. FDA Product Listing Transfers. The parties will cooperate to effectuate the transfer of FDA product listings for the OTC-classified PureGlow facial cleanser from the Seller to the Buyer. While FDA listing transfers are typically processed post-closing, the parties will prepare the necessary transfer documentation during the Pre-Closing Period to facilitate a prompt filing after the Closing Date. The TSA regulatory

XI. Closing Conditions A. Conditions to Both Parties' Obligations The obligations of both the Seller and the Buyer to consummate the transactions contemplated by the APA at the Closing will be subject to the satisfaction (or waiver by both parties) of the following conditions precedent:

1. No Governmental Order. No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, order, injunction, or decree that is then in effect and that prohibits,