Contract analysis

1. No Admission of Materiality. The inclusion of any information in any Schedule shall not be deemed an admission by Seller that such item is material, that such item constitutes a breach or violation of any representation, warranty, covenant, or agreement of Seller under the Agreement, or that such item would, individually or in the aggregate, give rise to a Material Adverse Effect. Many items are disclosed herein s

2. Cross-Reference Qualifier. Information disclosed in any one Schedule shall be deemed disclosed with respect to each other Schedule to the extent that the relevance of such disclosure to such other Schedule is reasonably apparent on its face from the text of the disclosure, notwithstanding the absence of a specific cross-reference. Seller has endeavored to include cross-references where practical, but the absence o

3. Headings for Convenience Only. The section and subsection headings in these Schedules correspond to the sections and subsections of the Agreement and are provided for convenience of reference only. Such headings shall not be deemed to define, limit, or otherwise affect the substance of the disclosures set forth in any Schedule.

4. No Standard of Materiality. These Schedules may include items that are not required to be disclosed under the terms of the Agreement but are included voluntarily for informational purposes or out of an abundance of caution. The inclusion of such items shall not be interpreted to set or define a standard of materiality or a threshold for disclosure with respect to any representation or warranty in the Agreement.

5. Qualification by the Agreement. These Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions, limitations, qualifications, and exceptions set forth therein. In the event of any conflict between the terms of these Schedules and the terms of the Agreement, the terms of the Agreement shall control.

6. Summaries and Descriptions. Certain items disclosed in these Schedules are described in summary form. Such summaries do not purport to be complete descriptions of the matters disclosed and are qualified in their entirety by reference to the underlying documents, agreements, instruments, and other materials referenced therein, copies of which have been made available to Buyer in the Thackeray Solutions virtual data

7. Knowledge Qualifier. Where any disclosure is qualified by the phrase "to Seller's Knowledge" or words of similar import, such phrase shall have the meaning ascribed thereto in Section 1.1 of the Agreement.

8. Dates and Dollar Amounts. Unless otherwise indicated, all dollar amounts set forth in these Schedules are in United States Dollars. All dates are approximate and are provided for reference purposes. Certain financial information is presented on an unaudited basis and is subject to the qualifications set forth in the applicable Schedule. SCHEDULE 3.1 Organization; Good Standing; Qualification Seller: Meridian Consu

1. Landlord Consent — Dayton, OH Lease. Pursuant to Section 12.4 of the Lease Agreement dated July 1, 2020 (the "Dayton Lease"), by and between Buckeye Industrial Realty Partners LLC, as landlord, and Meridian Consumer Brands LLC, as tenant, the prior written consent of the landlord is required for any assignment, transfer, or conveyance of the tenant's interest in the Dayton Lease. The Dayton Lease provides that suc

2. Customer Assignment Consents. Three (3) of the eight (8) customer supply and distribution agreements that constitute Assumed Contracts contain provisions requiring the prior written consent of the counterparty for assignment of the agreement to a third party (including in connection with a sale of assets). The three agreements requiring consent are: (a) Master Supply Agreement between Meridian Consumer Brands LLC

3. Notice to Hargrove Capital Partners Fund IV LP. Section 7.2 of the LLC Agreement requires that written notice be provided to Hargrove Capital Partners Fund IV LP not less than ten (10) Business Days prior to any disposition by Seller of assets having an aggregate value in excess of $5,000,000. Such notice was provided in connection with the Board meeting on November 18, 2024, and the requisite consent of Hargrove

1. Board Decision and Strategic Announcement. In connection with the Board resolution adopted on November 18, 2024 (as described in Schedule 3.2), the Board approved the strategic divestiture of the PureGlow product line. During the first quarter of 2025, Seller's management communicated the contemplated divestiture on a confidential basis to certain key customers and to senior PureGlow-dedicated employees. These com

2. Revenue Trend. PureGlow revenue has been on a declining trend during the twelve-month period preceding the date hereof. For the first quarter of 2025 (the three months ended March 31, 2025), PureGlow revenue was approximately $13,100,000, compared to approximately $15,200,000 for the first quarter of 2024, representing a year-over-year decline of approximately 13.8%. Management attributes this decline primarily to

3. No Material Changes in Pricing, Supplier Terms, or Distribution Arrangements. There have been no material changes in the pricing of PureGlow products, the terms of any supply arrangements with key raw material or packaging suppliers, or the distribution arrangements for PureGlow products, in each case outside the ordinary course of business.

4. Headcount. Two (2) PureGlow-dedicated employees departed voluntarily since December 31, 2024: (a) one quality assurance technician at the Dayton facility (departed February 28, 2025, position not yet backfilled) and (b) one marketing coordinator at the New York headquarters (departed March 14, 2025, responsibilities absorbed by remaining brand team members). Other than these two departures, there have been no mate

5. Product Returns and Warranty Claims. Product return rates and warranty claim volumes for PureGlow products have remained within historical ranges during the period since December 31, 2024. There have been no material increases in return rates or warranty claim frequency.

6. No Capital Expenditures Outside Ordinary Course. No capital expenditures relating to the PureGlow business have been made or committed to in excess of $100,000 individually or $250,000 in the aggregate since December 31, 2024, other than ordinary course maintenance and repair expenditures at the Dayton facility.

7. No Material Contracts Entered or Terminated. Seller has not entered into, amended, modified, or terminated any Material Contract relating to the PureGlow business since December 31, 2024, other than in the ordinary course of business. SCHEDULE 3.5 Acquired Assets; Title Schedule 3.5(a) — Inventory Description: The Acquired Assets include all finished goods, raw materials, work-in-process, and packaging materials r

1. Hartwell Retail Group — Master Supply Agreement • Relevant Provision: Section 18.3 (Assignment and Change of Control). This provision states that neither party may assign, delegate, or transfer its rights or obligations under the agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. The provision further provides that any change in control of a party (def

2. Cascade Consumer Products Inc. — Distribution Agreement • Relevant Provision: Section 14.2 (Assignment). This provision states that neither party may assign its rights or obligations under the agreement to any third party without the prior written consent of the other party. • Status: Consent request letter submitted to Cascade Consumer Products Inc. on May 1, 2025. As of the date hereof, consent has not been rece

3. Pinnacle Foods & Home LLC — Supply Agreement • Relevant Provision: Section 11.6 (Assignment). This provision requires the prior written consent of both parties for any assignment or transfer of the agreement, with consent not to be unreasonably withheld or delayed. • Status: Consent request letter submitted to Pinnacle Foods & Home LLC on May 1, 2025. As of the date hereof, consent has not been received. Initial r