Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement, dated as of June 16, 2025, by and between Depositor and Beneficiary, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms. "Authorized Representative" means, with respect to Depositor o

Section 1.2 — Interpretation The following rules of interpretation shall apply to this Agreement: (a) References herein to any "Article," "Section," or "Exhibit" shall be to the applicable Article, Section, or Exhibit of or to this Agreement, unless otherwise expressly stated. (b) The table of contents and the headings and captions of the Articles, Sections, and Exhibits of this Agreement are inserted for convenience

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount On the Closing Date, Beneficiary shall cause Four Million Dollars ($4,000,000.00), representing the Escrow Amount, to be deposited by wire transfer of immediately available funds into a segregated escrow account (the "Escrow Account") established and maintained by the Escrow Agent at Pinnacle Trust Company, N.A. in accordance with the wire transfer instructions set forth on Exhi

Section 2.2 — Escrow Account; Title The Escrow Agent shall hold the Escrow Fund in a separate, segregated, interest-bearing account, in trust, for the benefit of Depositor and Beneficiary, in accordance with the terms and conditions of this Agreement. The Escrow Account shall be titled as follows: "Pinnacle Trust Company, N.A., as Escrow Agent for Meridian Consumer Brands LLC and Lakebridge Home & Personal Care, Inc.

Section 2.3 — Tax Identification The Escrow Account shall be established using the Employer Identification Number of Depositor (EIN: 83-2947156) for all tax reporting purposes. Depositor shall be treated as the owner of the Escrow Fund for federal and state income tax purposes, and all interest, earnings, dividends, gains, and other income on the Escrow Fund shall be reported as income of Depositor unless and until d

ARTICLE III — DISTRIBUTIONS FROM ESCROW

Section 3.1 — Joint Written Instructions The Escrow Agent shall distribute funds from the Escrow Account upon receipt of Joint Written Instructions signed by an Authorized Representative of each of Depositor and Beneficiary. Joint Written Instructions shall specify: (a) the amount to be distributed from the Escrow Account; (b) the identity of the payee or payees to whom such distribution is to be made; (c) the wire t

Section 3.2 — Claim Notice and Indemnification Claims If Beneficiary seeks indemnification under Article IX of the APA from the Escrow Fund, Beneficiary shall deliver a Claim Notice to both Depositor and the Escrow Agent in accordance with the notice provisions of Article X hereof. The Claim Notice shall include: (i) a description in reasonable detail of the facts and circumstances giving rise to the claim for indemn

Section 3.3 — Response to Claim Notice; Dispute Resolution Following receipt of a Claim Notice, Depositor shall have thirty (30) calendar days from the date of its receipt of such Claim Notice (the "Response Period") within which to deliver a written response to Beneficiary and the Escrow Agent. Such response shall state one of the following: (a) Acceptance in Whole. Depositor accepts the claim set forth in the Claim

Section 3.4 — Resolution of Disputed Claims Any dispute regarding a claim for indemnification shall be resolved in accordance with the dispute resolution provisions set forth in Section 10.12 of the APA, which provides for: (a) Good Faith Negotiation. The Parties shall first attempt in good faith to resolve the dispute by direct negotiation between senior executives of Depositor and Beneficiary for a period of thirty

Section 3.5 — Indemnification Thresholds The Parties acknowledge and agree that the indemnification obligations of Depositor under the APA are subject to certain limitations, thresholds, baskets, and caps as set forth in Article IX of the APA, including the following: (a) Per-Claim De Minimis (Mini-Basket). Individual claims for indemnification involving Losses of less than Twenty-Five Thousand Dollars ($25,000.00) p

Section 3.6 — Escrow Release Date; Scheduled Release On the Escrow Release Date (which, assuming a Closing Date of June 16, 2025, shall be December 16, 2026), the Escrow Agent shall distribute the Escrow Fund as follows: (a) Retention of Disputed Amounts. First, any Disputed Amounts — that is, amounts subject to Pending Claims for which Claim Notices have been timely delivered to the Escrow Agent prior to the Escrow

Section 3.7 — Post-Release Date Distributions of Disputed Amounts Following the Escrow Release Date, any Disputed Amounts retained in the Escrow Account pursuant to Section 3.6(a) hereof shall be released promptly upon the final resolution of the applicable Pending Claim as follows: (a) To Beneficiary. The portion of the Disputed Amount determined to be owed to Beneficiary pursuant to the final resolution of the Pend

ARTICLE IV — INVESTMENT OF ESCROW FUND

Section 4.1 — Investment Instructions The Escrow Agent shall invest and reinvest the Escrow Fund in one or more of the following investments (collectively, "Permitted Investments"), as directed in writing by Joint Written Instructions from Depositor and Beneficiary (or, in the absence of such instructions, in the default investment described below): (a) Direct obligations of, or obligations the full and timely paymen

Section 4.2 — Earnings and Losses All interest, dividends, gains, and other earnings on the Escrow Fund shall be credited to the Escrow Account and shall constitute part of the Escrow Fund for all purposes of this Agreement. Any losses on Permitted Investments, including without limitation any decline in value, realized loss upon liquidation, or unrealized depreciation, shall reduce the Escrow Fund. The Escrow Agent

Section 4.3 — Tax Treatment All income earned on the Escrow Fund, including without limitation interest, dividends, and capital gains, shall be allocated to and reported as income of Depositor (EIN: 83-2947156) for federal and state income tax purposes, regardless of whether such income is distributed to or otherwise received by Depositor during the applicable taxable year. Depositor shall be responsible for the paym

ARTICLE V — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 5.1 — Standard of Care; Limitations The Escrow Agent undertakes to perform only such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no duty to enforce any obligation of any other Party hereunder or under the APA. The Escrow Agent shall not be deemed a fiduciary of Depositor or B

Section 5.2 — Reliance The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any Joint Written Instructions, Claim Notice, certificate, notice, direction, consent, request, waiver, receipt, or other document or communication that the Escrow Agent in good faith believes to be genuine and to have been signed, sent, or presented by the proper Party or Parties

Section 5.3 — No Liability The Escrow Agent shall not be liable for any error of judgment, any act done or step taken or omitted by it in good faith, or any mistake of fact or law, or for anything that it may do or refrain from doing in connection with this Agreement, except in the case of its own gross negligence, willful misconduct, or bad faith. In no event shall the Escrow Agent be liable for any indirect, incide

Section 5.4 — Conflicting Instructions; Interpleader In the event that the Escrow Agent receives conflicting instructions, claims, demands, or notices from Depositor and Beneficiary, or if at any time the Escrow Agent is unable to determine, to its reasonable satisfaction, the proper disposition of the Escrow Fund or any portion thereof, or if any dispute or disagreement arises between or among any of the Parties wit

Section 5.5 — Authorized Representatives Each of Depositor and Beneficiary shall designate in writing, on or prior to the Closing Date, two (2) or more Authorized Representatives who are empowered and authorized to act on behalf of such Party for purposes of delivering and signing Joint Written Instructions, Claim Notices, investment instructions, and other notices, directions, and communications under this Agreement

ARTICLE VI — ESCROW AGENT FEES AND EXPENSES

Section 6.1 — Fees The Escrow Agent shall be entitled to receive compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit C (the "Fee Schedule"). Such compensation shall include an annual administration fee, per-transaction processing fees, and such other fees as may be set forth in the Fee Schedule. The annual administration fee shall be payable in advance on the Effective

Section 6.2 — Expense Reimbursement In addition to the fees described in Section 6.1 hereof, the Escrow Agent shall be entitled to reimbursement of all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including without limitation reasonable attorneys' fees and disbursements, postage, courier and delivery charges, wire

Section 6.3 — Payment of Fees One-half (50%) of all fees and expenses of the Escrow Agent under this Article VI shall be borne by Depositor and one-half (50%) shall be borne by Beneficiary, unless otherwise agreed in writing by Depositor and Beneficiary. The Escrow Agent shall invoice Depositor and Beneficiary separately for their respective shares of all fees and expenses. Fees and expenses of the Escrow Agent shall

ARTICLE VII — INDEMNIFICATION OF ESCROW AGENT

Section 7.1 — Indemnification by Depositor and Beneficiary Depositor and Beneficiary, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, assigns, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and

ARTICLE VIII — RESIGNATION AND REMOVAL OF ESCROW AGENT

Section 8.1 — Resignation The Escrow Agent may resign at any time by giving at least thirty (30) days' prior written notice of its resignation to Depositor and Beneficiary. Such resignation shall not take effect until a successor escrow agent has been appointed in accordance with Section 8.3 hereof and the Escrow Fund has been transferred to such successor escrow agent. During the period between the delivery of the n

Section 8.2 — Removal The Escrow Agent may be removed at any time, with or without cause, by Joint Written Instructions of Depositor and Beneficiary, delivered to the Escrow Agent at least thirty (30) days prior to the effective date of such removal. Such removal shall not take effect until a successor escrow agent has been appointed in accordance with Section 8.3 hereof and the Escrow Fund has been transferred to su

Section 8.3 — Appointment of Successor If the Escrow Agent resigns or is removed pursuant to Section 8.1 or Section 8.2 hereof, Depositor and Beneficiary shall use commercially reasonable efforts to jointly appoint a successor escrow agent that is a national banking association, state-chartered bank, or national trust company with a combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,

Section 9.1 — Termination This Agreement shall terminate upon the earliest to occur of the following: (a) the distribution of the entire Escrow Fund in accordance with the terms of this Agreement, such that no funds remain in the Escrow Account; (b) the deposit of the Escrow Fund (or the remaining balance thereof) with a court of competent jurisdiction pursuant to Section 5.4(b) or Section 8.3(b) hereof; or (c) the m

Section 10.1 — Notice Provisions All notices, instructions, Claim Notices, Joint Written Instructions, requests, demands, consents, approvals, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received: (a) when delivered personally to the Party or Parties to whom such notice is directed; (b) one (1) Business Day after being

Section 11.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to any conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 11.2 — Jurisdiction; Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and e

Section 11.3 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUND, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EAC

Section 11.4 — Entire Agreement This Agreement, together with the APA and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and representations, whether written or oral, among the Parties with respect to the escrow arrang

Section 11.5 — Amendments and Waivers This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by all three Parties. No waiver of any provision of this Agreement, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the Party against whom such waiver or consent is sought to be enforced. No waiver of any provisi

Section 11.6 — Assignment No Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties; provided, however, that Beneficiary may assign its rights (but not its obligations) under this Agreement to any direct or indirect wholly-owned subsidiary or affiliate of Beneficiary without the prior written consent of Depositor or

Section 11.7 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties and their respective successors and permitted assigns any rights, benefits, remedies, or obligations under or by reason of this

Section 11.8 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Part

Section 11.9 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission, such as portable document format (PDF)), each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page

Section 11.10 — No Third-Party Beneficiaries This Agreement is for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any kind under or by reason of this Agreement, except that the Escrow Agent Indemni

Section 11.11 — Relationship to the APA In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the APA with respect to the establishment, maintenance, investment, administration, or distribution of the Escrow Fund or the Escrow Account, or with respect to the rights, duties, obligations, or liabilities of the Escrow Agent, the terms and conditions of this Agreemen