1011-00005 · Meridian Consumer Brands LLC · Administrative

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PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT FOR INTERNAL USE ONLY

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue, 36th Floor New York, NY 10022

INTERNAL MEMORANDUM — CONFLICTS CLEARANCE

June 8, 2022

Matter Number: 1011-00005

To: Sandra Tung, Responsible Partner, Mergers & Acquisitions Practice Group Oliver Mackenzie, Billing Partner, Mergers & Acquisitions Practice Group

From: Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions Practice Group (Initiating Attorney for Conflicts Purposes)

Re: Conflicts Clearance — Proposed Representation of Meridian Consumer Brands LLC in Connection with Asset Purchase of CleanLeaf and PureHaven Product Lines from Briarwood Home Essentials, Inc.

I. Purpose and Summary of Request

The purpose of this memorandum is to document the conflicts clearance process undertaken in connection with the proposed new engagement of Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company headquartered at 440 Park Avenue South, 18th Floor, New York, NY 10016. Calderwood & Harkness LLP (the "Firm") has been asked to serve as buyer's counsel to Meridian in connection with a proposed asset purchase transaction valued at approximately Ninety-Five Million Dollars ($95,000,000) (the "Transaction"). The Transaction contemplates Meridian's acquisition of the home cleaning and personal care product lines currently marketed under the "CleanLeaf" and "PureHaven" brand names (collectively, the "Acquired Product Lines") from Briarwood Home Essentials, Inc. ("Briarwood" or "BHE"), an Ohio corporation headquartered at 1175 Creekside Drive, Suite 400, Columbus, OH 43215.

The proposed engagement would be staffed under the direction of Sandra Tung, who would serve as Responsible Partner, and Oliver Mackenzie, who would serve as Billing Partner. Andrew Fitzpatrick and Naomi Petersen would be staffed as associates on the transaction team. Additional associates or counsel may be added as the scope of the engagement becomes more fully defined, and supplemental conflicts checks will be conducted at that time for any such additions if warranted.

This memorandum documents the comprehensive conflicts check performed in accordance with the Firm's Conflicts Clearance Policies and Procedures (as amended effective January 1, 2022) and the applicable provisions of the New York Rules of Professional Conduct. As set forth in detail below, the results of the conflicts search confirm that no actual or potential conflicts of interest have been identified that would preclude the Firm from accepting this engagement, and the matter is recommended for clearance.

II. Proposed Client Identification

The following information has been gathered with respect to the proposed client and its key personnel:

Client: Meridian Consumer Brands LLC

• Employer Identification Number (EIN): 83-2947106

• Entity Type: Limited Liability Company organized under the laws of the State of Delaware

• Principal Place of Business: 440 Park Avenue South, 18th Floor, New York, NY 10016

• CEO & Managing Member: Gareth Holloway

• Chief Financial Officer: Priya Anand

• General Counsel: Diana Ressler (designated as the primary contact for purposes of this engagement)

• Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005

Meridian is a portfolio company of Lakepoint Capital Partners, LP, a Delaware limited partnership that serves as its majority equity holder and private equity sponsor. The entity was formed in connection with Lakepoint's consumer products investment strategy and has been operational since approximately 2019. Additional background on Lakepoint and other affiliated entities is provided in Section III.A below. For purposes of this engagement, the direct client is Meridian Consumer Brands LLC; the engagement letter will be addressed to and executed by Meridian through its General Counsel, Diana Ressler.

III. Related / Affiliated Parties Checked

In accordance with the Firm's conflicts clearance procedures, the following parties were identified as related or affiliated persons and entities relevant to the proposed engagement. Each party listed below was included in the conflicts database searches described in Section IV. The parties are organized by category for clarity of analysis.

A. Client Affiliates

The following entities and individuals are affiliated with the proposed client, Meridian Consumer Brands LLC, and were checked for purposes of ensuring that no conflicts exist on the client side of the engagement:

1. Lakepoint Capital Partners, LP

• EIN: 04-3821567

• Entity Type: Limited Partnership organized under the laws of the State of Delaware

• Principal Place of Business: 200 Clarendon Street, Suite 3200, Boston, MA 02116

• Relationship to Client: Private equity sponsor and majority equity holder of Meridian Consumer Brands LLC

• Managing Partner: Thomas Liang

• Role in Transaction: As the controlling equity holder of Meridian, Lakepoint is the ultimate economic decision-maker behind the proposed acquisition. Lakepoint personnel are expected to be involved in transaction diligence and negotiation, though Lakepoint itself is not expected to be a party to the asset purchase agreement.

2. Gareth Holloway — Chief Executive Officer and Managing Member of Meridian Consumer Brands LLC. Mr. Holloway is expected to be directly involved in transaction negotiations and will likely execute the asset purchase agreement on behalf of Meridian.

3. Priya Anand — Chief Financial Officer of Meridian Consumer Brands LLC. Ms. Anand is expected to be involved in financial diligence and the negotiation of purchase price adjustment mechanisms and related financial terms.

4. Diana Ressler — General Counsel of Meridian Consumer Brands LLC. Ms. Ressler is the designated primary contact for the engagement and will serve as the Firm's day-to-day counterpart throughout the transaction.

B. Adverse / Counterparties

The following entities and individuals have been identified as parties whose interests are adverse to or potentially adverse to the proposed client in the context of this Transaction:

1. Briarwood Home Essentials, Inc.

• EIN: 31-1684239

• Entity Type: Corporation organized under the laws of the State of Ohio

• Principal Place of Business: 1175 Creekside Drive, Suite 400, Columbus, OH 43215

• Registered Agent: Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215

• Role in Transaction: Seller of the CleanLeaf and PureHaven product lines

• President & Sole Shareholder: Malcolm Greer

2. Malcolm Greer — President and sole shareholder of Briarwood Home Essentials, Inc. As the sole equity holder of Briarwood, Mr. Greer's personal interests are directly aligned with those of the seller entity. Mr. Greer is expected to be a party to certain ancillary transaction documents, potentially including a non-competition agreement, a transition services agreement, and personal representations or guarantees.

3. Janet Tsao — Vice President of Operations of Briarwood Home Essentials, Inc. Ms. Tsao is anticipated to be involved in operational diligence and the negotiation of transition services arrangements.

C. Seller's Counsel

The following law firm has been identified as counsel to the seller, Briarwood Home Essentials, Inc., in connection with the Transaction:

1. Caldwell, Pruitt & Shaw LLP

• Address: 41 South High Street, Suite 2800, Columbus, OH 43215

• Lead Partner: Rachel Underwood

• Associate: David Soo

• Role in Transaction: Outside legal counsel to Briarwood in connection with the Transaction

D. Other Transaction Parties and Advisors Checked

The following additional parties have been identified as participants in or advisors to the Transaction. Each has been included in the conflicts search to ensure that no conflicts exist, whether arising from current or former client relationships, adverse party designations, or other relevant entries in the Firm's conflicts database:

1. Wavecrest Partners LLC (Buyer's Financial Advisor)

• Address: 375 Hudson Street, 12th Floor, New York, NY 10014

• Key Personnel: Steven Marchetti (Lead Managing Director), Lena Kowalski (Vice President)

• Role in Transaction: Financial advisor to Meridian in connection with the Transaction; expected to provide valuation analysis, deal structuring advice, and negotiation support

2. Greystone Hobbs & Co. (Seller's Financial Advisor)

• Address: 127 East Ashbury Asset Advisors, Suite 900, Columbus, OH 43215

• Key Personnel: Philip Tran (Managing Director)

• Role in Transaction: Financial advisor to Briarwood in connection with the Transaction; expected to have managed the sell-side process

3. Harborview National Bank, N.A. (Anticipated Lead Lender / Administrative Agent)

• Address: One Harborview Plaza, Charlotte, NC 28202

• Key Personnel: Carolyn Dubois (Relationship Manager)

• Role in Transaction: Expected to serve as lead lender and administrative agent under a senior secured credit facility to be entered into by Meridian (or a subsidiary thereof) in connection with the financing of the Transaction

4. Pinnacle Credit Partners, LP (Anticipated Syndicate Lender)

• Address: 600 Lexington Avenue, Suite 2100, New York, NY 10022

• Key Personnel: Rajan Mehta

• Role in Transaction: Expected to participate as a syndicate lender in the credit facility described above

5. Atlantic Fiduciary Trust Company (Anticipated Escrow Agent)

• Address: 100 Federal Street, Suite 1500, Boston, MA 02110

• Key Personnel: Gregory Fenn

• Role in Transaction: Expected to serve as escrow agent for a portion of the purchase price, to be held in escrow for a post-closing indemnification period

6. Whitfield Ames LLP (Buyer's Accountant / Financial Diligence Advisor)

• Address: 1290 Avenue of the Americas, 20th Floor, New York, NY 10104

• Key Personnel: Susan Clearwater (Engagement Partner)

• Role in Transaction: Retained by Meridian to perform financial due diligence on the Acquired Product Lines, including quality of earnings analysis and review of Briarwood's financial statements

7. Hargrove & Linton, P.C. (Seller's Auditor)

• Address: 250 Civic Center Drive, Suite 700, Columbus, OH 43215

• Key Personnel: Daniel Yee (Engagement Partner)

• Role in Transaction: Serves as Briarwood's independent auditor; audited financial statements of Briarwood are expected to form part of the disclosure materials provided to the buyer

8. Terrapoint Environmental Group, Inc. (Anticipated Environmental Consultant)

• Address: 33 Arch Street, Suite 1400, Boston, MA 02110

• Key Personnel: Keith Novak (Project Manager)

• Role in Transaction: Engaged by Meridian to conduct Phase I and, if necessary, Phase II environmental site assessments of the manufacturing and warehouse facilities associated with the Acquired Product Lines

9. Northbridge Risk Advisors LLC (Anticipated R&W Insurance Broker)

• Address: 1 World Financial Center, Suite 2500, New York, NY 10281

• Key Personnel: Alison Chu

• Role in Transaction: Engaged by Meridian to broker a representations and warranties insurance policy in connection with the Transaction

10. Sentinel Specialty Insurance Company (Anticipated R&W Insurance Carrier)

• Address: 500 West Monroe Street, Suite 3300, Chicago, IL 60661

• Key Personnel: Mark Ellison (Underwriter)

• Role in Transaction: Anticipated carrier for the representations and warranties insurance policy referenced above

11. Buckeye Industrial Properties LLC (Landlord of Marysville Manufacturing Facility)

• Address: 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215

• Role in Transaction: Landlord under the lease for the Marysville, Ohio manufacturing facility that is among the real property assets associated with the Acquired Product Lines; lease assignment or new lease will likely be required as part of the Transaction

E. Key Transaction Assets / Brand Names Checked

The following brand names and asset designations were included in the conflicts search to identify any matters in which the Firm may have been engaged in connection with the same or similar intellectual property or product lines:

1. "CleanLeaf" — Home cleaning product brand owned by Briarwood; part of the Acquired Product Lines in this Transaction.

2. "PureHaven" — Personal care product brand owned by Briarwood; part of the Acquired Product Lines in this Transaction.

3. Briarwood's Commercial Janitorial Services Division — This business unit is being retained by Briarwood and is expressly excluded from the scope of the proposed asset purchase. It was nonetheless included in the conflicts search to ensure completeness, as intellectual property and contractual overlap between the retained business and the Acquired Product Lines may arise during diligence and transaction documentation.

IV. Conflicts Database Search Methodology

The conflicts check was conducted using the Firm's electronic conflicts clearance system, ConflictsPlus (version 8.4.2), which is the Firm's system of record for conflicts identification and client/matter intake. The search was performed on June 7 and June 8, 2022, by Andrew Fitzpatrick with the assistance of the Firm's Conflicts Department staff.

Search Terms. The following categories of search terms were entered into the ConflictsPlus system:

• Entity names — All entity names listed in Section III above were searched using full legal names, commonly used short names, and known abbreviations or variants. For example, "Meridian Consumer Brands LLC" was searched alongside "Meridian Consumer Brands," "Meridian," "MCB," and "Meridian CB." Similarly, "Briarwood Home Essentials, Inc." was searched alongside "Briarwood Home Essentials," "Briarwood," "BHE," and "Briarwood Home." Each additional entity was subjected to analogous variant searches.

• Individual names — The full legal names of all principals, key personnel, and contact persons identified in Section III were searched. Where known, maiden names or prior professional names were also included. Searches were conducted using both "last name, first name" and "first name last name" formats.

• Employer Identification Numbers (EINs) — The following EINs were included as search terms: 83-2947106 (Meridian Consumer Brands LLC), 31-1684239 (Briarwood Home Essentials, Inc.), and 04-3821567 (Lakepoint Capital Partners, LP).

• Brand names — "CleanLeaf," "Clean Leaf," "PureHaven," and "Pure Haven" were included as search terms.

• Addresses — Key addresses for the principal parties were searched to identify any address-based matches that might not be captured through name searches alone.

Scope of Search. The ConflictsPlus search covered the following categories of records maintained in the Firm's conflicts database:

1. Current active client matters — All open and active client matters across all of the Firm's practice groups and offices.

2. Former client matters — All closed client matters within the Firm's records retention period, which currently extends back to January 1, 2005.

3. Adverse party records — All entries in the Firm's adverse party database, including parties designated as adverse in current and former matters.

4. Prospective and declined engagement records — Records of prospective engagements that were considered but ultimately not accepted, including those declined for conflicts or other reasons.

Lateral Hire Conflict Data. In addition to the standard ConflictsPlus search, the conflicts data submitted by lateral hires within the Firm's Mergers & Acquisitions Practice Group was separately reviewed. This review was undertaken to identify any potential conflicts that may have arisen from the prior practices of attorneys who joined the Firm from other institutions and who may have had relationships with the parties identified in Section III while at their prior firms. No relevant conflicts were identified through this supplemental review.

The search was conducted in accordance with the Firm's standard operating procedures for new matter intake and conflicts clearance, and the results are set forth in Section V below.

V. Results of Conflicts Search

The following summarizes the results of the conflicts database search described in Section IV above.

A. Current Client Matters

A thorough review of all current active client matters in the Firm's ConflictsPlus database yielded the following results:

• Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, and affiliates thereof: No current matters were identified in which Calderwood & Harkness LLP represents Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, or any of their respective affiliates. Acceptance of this engagement would establish a new client relationship between the Firm and Meridian. The Firm has no pre-existing attorney-client relationship with Lakepoint Capital Partners, LP or any Lakepoint portfolio company.

• Briarwood Home Essentials, Inc., Malcolm Greer, and Briarwood affiliates: No current matters were identified in which Calderwood & Harkness LLP represents Briarwood Home Essentials, Inc., Malcolm Greer, Janet Tsao, or any affiliate of Briarwood. Accordingly, there is no current client relationship with the seller or any seller-affiliated party that would give rise to a direct adversity conflict under Rule 1.7(a) of the New York Rules of Professional Conduct.

• Caldwell, Pruitt & Shaw LLP: No current matters were identified in which Calderwood & Harkness LLP represents Caldwell, Pruitt & Shaw LLP or any of its individual partners, including Rachel Underwood and David Soo.

• Other transaction parties (Section III.D): No current matters were identified in which Calderwood & Harkness LLP represents any of the other transaction parties or advisors listed in Section III.D above — including Wavecrest Partners LLC, Greystone Hobbs & Co., Harborview National Bank, N.A., Pinnacle Credit Partners, LP, Atlantic Fiduciary Trust Company, Whitfield Ames LLP, Hargrove & Linton, P.C., Terrapoint Environmental Group, Inc., Northbridge Risk Advisors LLC, Sentinel Specialty Insurance Company, or Buckeye Industrial Properties LLC — as clients in any matters that would create a conflict with this engagement. Additionally, no current matters were identified in which any of these parties appear as adverse parties in circumstances that would create a conflict.

B. Former Client Matters

A review of all former client matters within the Firm's records retention period yielded the following results:

• Meridian Consumer Brands LLC and Lakepoint Capital Partners, LP: No former client matters were identified involving Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, or any of their respective affiliates. The Firm has no prior attorney-client relationship with these entities.

• Briarwood Home Essentials, Inc. and Malcolm Greer: No former client matters were identified involving Briarwood Home Essentials, Inc., Malcolm Greer, or any identified Briarwood affiliate. Accordingly, there is no former client conflict under Rule 1.9 of the New York Rules of Professional Conduct.

• Harborview National Bank, N.A.: The search identified two (2) prior matters in which the Firm represented Harborview National Bank, N.A. These matters were as follows:

(i) Matter No. 1011-00005 — Calderwood & Harkness LLP represented Harborview National Bank, N.A. as lender's counsel in connection with a $250,000,000 senior secured revolving credit facility provided to Argus Logistics Holdings, Inc. (closed March 2018). This matter is now closed and the credit facility has been fully repaid and terminated.

(ii) Matter No. 1011-00005 — Calderwood & Harkness LLP represented Harborview National Bank, N.A. as administrative agent's counsel in connection with amendments to a syndicated term loan facility provided to Clearfield Medical Devices, Inc. (closed August 2020). This matter is now closed.

In both of the foregoing matters, the Firm acted as counsel to Harborview on the lender/agent side of the transaction. In the proposed engagement, Harborview is anticipated to serve as lead lender and administrative agent in a credit facility that will be provided to the Firm's proposed client, Meridian. Harborview's interests in the proposed Transaction are thus aligned with the interests of Meridian (as borrower and buyer) in the sense that both parties share the common objective of consummating the acquisition. The Firm would not be adverse to Harborview in this engagement. Moreover, the subject matter of the two prior Harborview engagements — a revolving credit facility for a logistics company and a term loan amendment for a medical devices company — is not substantially related to the proposed engagement. No confidential information obtained in the prior Harborview representations would be material to or usable in the proposed engagement. Accordingly, no conflict exists under Rule 1.9 with respect to the prior Harborview representations.

• All other parties: No former client matters were identified involving any other party listed in Section III that would create a duty of loyalty or confidentiality conflict with the proposed representation.

C. Adverse Party Records

A review of the Firm's adverse party database yielded the following results:

• Briarwood Home Essentials, Inc. and Malcolm Greer: No instances were identified in which Briarwood Home Essentials, Inc. or Malcolm Greer appear as current adverse parties in any active matter handled by the Firm. Accordingly, there is no "hot potato" or related concern that would complicate the Firm's ability to act adversely to Briarwood in the proposed Transaction.

• All other counterparties and third parties: No instances were identified in which any identified counterparty, transaction advisor, or third party listed in Section III appears as a current adverse party in any active matter in circumstances that would create a direct adversity conflict with the proposed engagement.

D. Individual Conflicts — Attorneys

Each of the attorneys proposed to be staffed on the engagement was individually checked for potential conflicts, including personal financial interests, family relationships, and prior representations at the Firm or at prior employers. The results are as follows:

• Sandra Tung (Responsible Partner): No conflicts identified. Ms. Tung has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.

• Oliver Mackenzie (Billing Partner): No conflicts identified. Mr. Mackenzie has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.

• Andrew Fitzpatrick (Lead Associate): No conflicts identified. Mr. Fitzpatrick has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.

• Naomi Petersen (Associate): No conflicts identified. Ms. Petersen has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.

VI. Analysis

Based on the results set forth in Section V above, the undersigned has conducted an analysis of the proposed engagement under the applicable provisions of the New York Rules of Professional Conduct to determine whether any actual or potential conflict of interest exists that would preclude or restrict the Firm's ability to accept the proposed representation of Meridian Consumer Brands LLC.

Rule 1.7(a) — Current Client Adversity. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if the representation of one client will be directly adverse to another client or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. As confirmed in Section V.A, no current client of Calderwood & Harkness LLP is a party to or participant in the proposed Transaction in a capacity adverse to Meridian. In particular, neither Briarwood Home Essentials, Inc. nor Malcolm Greer is a current client of the Firm. No concurrent conflict of interest exists under Rule 1.7(a).

Rule 1.9 — Former Client Conflicts. Rule 1.9 provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. As confirmed in Section V.B, neither Briarwood nor any other adverse party in this Transaction is a former client of the Firm. The two prior matters involving Harborview National Bank, N.A. do not present a Rule 1.9 issue because (i) Harborview is not adverse to Meridian in this Transaction — rather, Harborview is an aligned-interest lender providing acquisition financing to Meridian — and (ii) the prior Harborview matters are not substantially related to the proposed engagement by subject matter, legal issues, or factual circumstances. No former client conflict exists under Rule 1.9.

Rule 1.10 — Imputed Disqualification. Rule 1.10 provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. Because no individual attorney on the proposed deal team has an individual conflict of interest, and because no other attorney at the Firm has been identified as having a conflict that would require imputation, Rule 1.10 does not present a barrier to accepting the proposed engagement.

Seller as Counterparty. Briarwood Home Essentials, Inc. is the counterparty and seller in the proposed Transaction. The Firm has no existing or prior relationship with Briarwood, its sole shareholder Malcolm Greer, its VP of Operations Janet Tsao, or its outside counsel, Caldwell, Pruitt & Shaw LLP. Accordingly, there is no basis on which an adversity conflict, a former client conflict, or a duty of loyalty concern could arise from the Firm's representation of the buyer in a transaction in which Briarwood is the seller.

PE Sponsor Relationship. Lakepoint Capital Partners, LP is the private equity sponsor and majority equity holder of the proposed client, Meridian Consumer Brands LLC. For purposes of this engagement, Meridian is the direct client, and the engagement letter will be executed by Meridian. Lakepoint's interests in the Transaction are aligned with those of Meridian — both entities share the objective of consummating the acquisition of the CleanLeaf and PureHaven product lines on favorable terms. No conflict or tension has been identified between Meridian and Lakepoint with respect to this Transaction. In the event that any divergence of interest between Meridian and Lakepoint arises during the course of the engagement, the matter will be promptly escalated to the Responsible Partner for evaluation under applicable conflict rules and the Firm's policies regarding representation of portfolio companies of private equity sponsors.

Conclusion of Analysis. No actual or potential conflicts of interest have been identified under the New York Rules of Professional Conduct that would preclude Calderwood & Harkness LLP from accepting the proposed engagement to represent Meridian Consumer Brands LLC as buyer's counsel in connection with the proposed asset purchase of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc.

VII. Conditions and Caveats

The foregoing clearance is subject to the following conditions and caveats, each of which should be observed throughout the life of the engagement:

1. Supplemental Conflicts Check Upon New Party Relationships. If at any time during the course of this engagement the Firm is approached to represent, or becomes adverse to, any of the parties identified in Section III in connection with an unrelated matter, a supplemental conflicts check must be run before any such engagement is accepted. The Firm's general intake procedures should capture such a scenario, but the transaction team should remain alert to potential overlaps and promptly notify the Conflicts Department of any concerns.

2. Refreshed Conflicts Check for Additional Transaction Parties. The conflicts check should be refreshed if additional parties are identified during the course of the engagement who were not included in the initial search. This may include, without limitation, additional syndicate lenders participating in the acquisition financing, co-investors or equity co-invest participants, customer counterparties whose contracts require assignment consent, regulatory authorities, or additional advisors or consultants retained by either party.

3. Customer Contract Assignments. It is currently anticipated that approximately twenty-three (23) customer contracts associated with the Acquired Product Lines will need to be assigned from Briarwood to Meridian as part of the Transaction, and that seven (7) of those contracts contain provisions requiring the consent of the customer counterparty to such assignment. As of the date of this memorandum, the identities of the customer counterparties whose consent is required have not yet been provided by the client or the seller. Once those identities are known, a supplemental conflicts check must be conducted to confirm that no current or former client of the Firm is among the counterparties whose consent is being sought, particularly if any such counterparty raises objections to the assignment or takes positions adverse to Meridian in connection with the consent process.

4. Ongoing Duty. The transaction team is reminded of its ongoing obligation under the Firm's Conflicts Clearance Policies and Procedures to promptly report to the Conflicts Department any information learned during the course of the engagement that may be relevant to conflicts analysis, including but not limited to changes in the identity of transaction parties, the emergence of disputes involving parties to the Transaction, or the identification of additional entities affiliated with the client or the seller.

VIII. Conclusion and Clearance

Result: CLEARED — No Conflicts Identified.

Based on the comprehensive conflicts search and analysis described herein, Calderwood & Harkness LLP is cleared to proceed with the engagement of Meridian Consumer Brands LLC as buyer's counsel in connection with the proposed acquisition of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc. No actual or potential conflicts of interest have been identified under the New York Rules of Professional Conduct or the Firm's internal conflicts clearance policies that would preclude acceptance of this engagement.

The matter has been assigned Matter Number 1011-00005 and has been entered into the Firm's ConflictsPlus system and time and billing system accordingly.

An engagement letter is anticipated to be prepared and transmitted on or about June 10, 2022. The engagement letter will be addressed to Diana Ressler, General Counsel, Meridian Consumer Brands LLC, 440 Park Avenue South, 18th Floor, New York, NY 10016, and will set forth the scope of the engagement, the fee arrangement, and other standard terms and conditions of the attorney-client relationship.

IX. Approval and Sign-Off

Prepared by:

________________________________________

Andrew Fitzpatrick Lead Associate, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP

Date: June 8, 2022

Reviewed by:

________________________________________

Sandra Tung Responsible Partner, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP

Date: June 8, 2022

Conflicts Clearance Officer Approval:

________________________________________

Name: ________

Title: General Counsel / Conflicts Committee Representative

Calderwood & Harkness LLP

Date: ________

Entered into Conflicts System:

Confirmed entered into ConflictsPlus as Matter No. 1011-00005

By: ________

Date: ________

APPENDIX A — Parties Search List

The following table sets forth the complete listing of all names, entities, EINs, and search terms run through the Firm's ConflictsPlus conflicts clearance system in connection with this matter. This appendix is maintained for recordkeeping purposes.

Table 1: Client and Client Affiliates

Table 2: Adverse / Counterparties

Table 3: Seller's Counsel

Table 4: Other Transaction Parties and Advisors

Table 5: Brand Names and Asset Designations

— End of Memorandum —

PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT / FOR INTERNAL USE ONLY This memorandum is prepared for internal use by Calderwood & Harkness LLP in connection with its conflicts clearance procedures. It is protected by the attorney work product doctrine and the attorney-client privilege and is not to be disclosed to any person outside the Firm without the prior written approval of the Firm's General Counsel.

Category	Full Legal Name	Search Variants	EIN	Individual/Entity
Proposed Client	Meridian Consumer Brands LLC	Meridian Consumer Brands; Meridian; MCB; Meridian CB	83-2947106	Entity
Client Affiliate — PE Sponsor	Lakepoint Capital Partners, LP	Lakepoint Capital Partners; Lakepoint Capital; Lakepoint; LCP	04-3821567	Entity
Client Personnel	Gareth Holloway	Holloway, Gareth; G. Holloway	N/A	Individual
Client Personnel	Priya Anand	Anand, Priya; P. Anand	N/A	Individual
Client Personnel	Diana Ressler	Ressler, Diana; D. Ressler	N/A	Individual
PE Sponsor Personnel	Thomas Liang	Liang, Thomas; T. Liang	N/A	Individual
Category	Full Legal Name	Search Variants	EIN	Individual/Entity
Seller	Briarwood Home Essentials, Inc.	Briarwood Home Essentials; Briarwood; BHE; Briarwood Home	31-1684239	Entity
Seller Principal	Malcolm Greer	Greer, Malcolm; M. Greer	N/A	Individual
Seller Personnel	Janet Tsao	Tsao, Janet; J. Tsao	N/A	Individual
Category	Full Legal Name	Search Variants	Individual/Entity
Seller's Counsel	Caldwell, Pruitt & Shaw LLP	Caldwell Pruitt Shaw; Caldwell Pruitt & Shaw; CPS; CP&S	Entity
Seller's Counsel — Attorney	Rachel Underwood	Underwood, Rachel; R. Underwood	Individual
Seller's Counsel — Attorney	David Soo	Soo, David; D. Soo	Individual
Category	Full Legal Name	Search Variants	Individual/Entity
Buyer's Financial Advisor	Wavecrest Partners LLC	Wavecrest Partners; Wavecrest; WCP	Entity
Buyer's Financial Advisor — Personnel	Steven Marchetti	Marchetti, Steven; S. Marchetti; Steve Marchetti	Individual
Buyer's Financial Advisor — Personnel	Lena Kowalski	Kowalski, Lena; L. Kowalski	Individual
Seller's Financial Advisor	Greystone Hobbs & Co.	Greystone Hobbs; Greystone; GH&Co	Entity
Seller's Financial Advisor — Personnel	Philip Tran	Tran, Philip; P. Tran; Phil Tran	Individual
Anticipated Lead Lender	Harborview National Bank, N.A.	Harborview National Bank; Harborview; HNB; Harborview Bank	Entity
Anticipated Lead Lender — Personnel	Carolyn Dubois	Dubois, Carolyn; C. Dubois	Individual
Anticipated Syndicate Lender	Pinnacle Credit Partners, LP	Pinnacle Credit Partners; Pinnacle Credit; Pinnacle; PCP	Entity
Anticipated Syndicate Lender — Personnel	Rajan Mehta	Mehta, Rajan; R. Mehta	Individual

Anticipated Escrow Agent	Atlantic Fiduciary Trust Company	Atlantic Fiduciary Trust; Atlantic Fiduciary; AFTC	Entity
Anticipated Escrow Agent — Personnel	Gregory Fenn	Fenn, Gregory; G. Fenn; Greg Fenn	Individual
Buyer's Accountant	Whitfield Ames LLP	Whitfield Ames; WA LLP	Entity
Buyer's Accountant — Personnel	Susan Clearwater	Clearwater, Susan; S. Clearwater	Individual
Seller's Auditor	Hargrove & Linton, P.C.	Hargrove Linton; Hargrove & Linton; H&L	Entity
Seller's Auditor — Personnel	Daniel Yee	Yee, Daniel; D. Yee; Dan Yee	Individual
Environmental Consultant	Terrapoint Environmental Group, Inc.	Terrapoint Environmental; Terrapoint; TEG	Entity
Environmental Consultant — Personnel	Keith Novak	Novak, Keith; K. Novak	Individual
R&W Insurance Broker	Northbridge Risk Advisors LLC	Northbridge Risk Advisors; Northbridge Risk; Northbridge; NRA	Entity
R&W Insurance Broker — Personnel	Alison Chu	Chu, Alison; A. Chu	Individual
R&W Insurance Carrier	Sentinel Specialty Insurance Company	Sentinel Specialty Insurance; Sentinel Specialty; Sentinel; SSIC	Entity
R&W Insurance Carrier — Personnel	Mark Ellison	Ellison, Mark; M. Ellison	Individual
Landlord — Marysville Facility	Buckeye Industrial Properties LLC	Buckeye Industrial Properties; Buckeye Industrial; Buckeye Properties; BIP	Entity
Category	Name	Search Variants
Acquired Brand — Home Cleaning	CleanLeaf	CleanLeaf; Clean Leaf; Clean-Leaf
Acquired Brand — Personal Care	PureHaven	PureHaven; Pure Haven; Pure-Haven
Retained Business Unit (not acquired)	Briarwood Commercial Janitorial Services Division	Briarwood Commercial Janitorial; Briarwood Janitorial; Commercial Janitorial Services

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT FOR INTERNAL USE ONLY
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
INTERNAL MEMORANDUM — CONFLICTS CLEARANCE
June 8, 2022
Matter Number: 1011-00005
To: Sandra Tung, Responsible Partner, Mergers & Acquisitions Practice Group Oliver Mackenzie, Billing Partner, Mergers & Acquisitions Practice Group
From: Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions Practice Group (Initiating Attorney for Conflicts Purposes)
Re: Conflicts Clearance — Proposed Representation of Meridian Consumer Brands LLC in Connection with Asset Purchase of CleanLeaf and PureHaven Product Lines from Briarwood Home Essentials, Inc.
I. Purpose and Summary of Request
The purpose of this memorandum is to document the conflicts clearance process undertaken in connection with the proposed new engagement of Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company headquartered at 440 Park Avenue South, 18th Floor, New York, NY 10016. Calderwood & Harkness LLP (the "Firm") has been asked to serve as buyer's counsel to Meridian in connection with a proposed asset purchase transaction valued at approximately Ninety-Five Million Dollars ($95,000,000) (the "Transaction"). The Transaction contemplates Meridian's acquisition of the home cleaning and personal care product lines currently marketed under the "CleanLeaf" and "PureHaven" brand names (collectively, the "Acquired Product Lines") from Briarwood Home Essentials, Inc. ("Briarwood" or "BHE"), an Ohio corporation headquartered at 1175 Creekside Drive, Suite 400, Columbus, OH 43215.
The proposed engagement would be staffed under the direction of Sandra Tung, who would serve as Responsible Partner, and Oliver Mackenzie, who would serve as Billing Partner. Andrew Fitzpatrick and Naomi Petersen would be staffed as associates on the transaction team. Additional associates or counsel may be added as the scope of the engagement becomes more fully defined, and supplemental conflicts checks will be conducted at that time for any such additions if warranted.
This memorandum documents the comprehensive conflicts check performed in accordance with the Firm's Conflicts Clearance Policies and Procedures (as amended effective January 1, 2022) and the applicable provisions of the New York Rules of Professional Conduct. As set forth in detail below, the results of the conflicts search confirm that no actual or potential conflicts of interest have been identified that would preclude the Firm from accepting this engagement, and the matter is recommended for clearance.
II. Proposed Client Identification
The following information has been gathered with respect to the proposed client and its key personnel:
Client: Meridian Consumer Brands LLC
•  Employer Identification Number (EIN): 83-2947106
•  Entity Type: Limited Liability Company organized under the laws of the State of Delaware
•  Principal Place of Business: 440 Park Avenue South, 18th Floor, New York, NY 10016
•  CEO & Managing Member: Gareth Holloway
•  Chief Financial Officer: Priya Anand
•  General Counsel: Diana Ressler (designated as the primary contact for purposes of this engagement)
•  Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005
Meridian is a portfolio company of Lakepoint Capital Partners, LP, a Delaware limited partnership that serves as its majority equity holder and private equity sponsor. The entity was formed in connection with Lakepoint's consumer products investment strategy and has been operational since approximately 2019. Additional background on Lakepoint and other affiliated entities is provided in Section III.A below. For purposes of this engagement, the direct client is Meridian Consumer Brands LLC; the engagement letter will be addressed to and executed by Meridian through its General Counsel, Diana Ressler.
III. Related / Affiliated Parties Checked
In accordance with the Firm's conflicts clearance procedures, the following parties were identified as related or affiliated persons and entities relevant to the proposed engagement. Each party listed below was included in the conflicts database searches described in Section IV. The parties are organized by category for clarity of analysis.
A. Client Affiliates
The following entities and individuals are affiliated with the proposed client, Meridian Consumer Brands LLC, and were checked for purposes of ensuring that no conflicts exist on the client side of the engagement:
1.  Lakepoint Capital Partners, LP
•  EIN: 04-3821567
•  Entity Type: Limited Partnership organized under the laws of the State of Delaware
•  Principal Place of Business: 200 Clarendon Street, Suite 3200, Boston, MA 02116
•  Relationship to Client: Private equity sponsor and majority equity holder of Meridian Consumer Brands LLC
•  Managing Partner: Thomas Liang
•  Role in Transaction: As the controlling equity holder of Meridian, Lakepoint is the ultimate economic decision-maker behind the proposed acquisition. Lakepoint personnel are expected to be involved in transaction diligence and negotiation, though Lakepoint itself is not expected to be a party to the asset purchase agreement.
2.  Gareth Holloway — Chief Executive Officer and Managing Member of Meridian Consumer Brands LLC. Mr. Holloway is expected to be directly involved in transaction negotiations and will likely execute the asset purchase agreement on behalf of Meridian.
3.  Priya Anand — Chief Financial Officer of Meridian Consumer Brands LLC. Ms. Anand is expected to be involved in financial diligence and the negotiation of purchase price adjustment mechanisms and related financial terms.
4.  Diana Ressler — General Counsel of Meridian Consumer Brands LLC. Ms. Ressler is the designated primary contact for the engagement and will serve as the Firm's day-to-day counterpart throughout the transaction.
B. Adverse / Counterparties
The following entities and individuals have been identified as parties whose interests are adverse to or potentially adverse to the proposed client in the context of this Transaction:
1.  Briarwood Home Essentials, Inc.
•  EIN: 31-1684239
•  Entity Type: Corporation organized under the laws of the State of Ohio
•  Principal Place of Business: 1175 Creekside Drive, Suite 400, Columbus, OH 43215
•  Registered Agent: Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215
•  Role in Transaction: Seller of the CleanLeaf and PureHaven product lines
•  President & Sole Shareholder: Malcolm Greer
2.  Malcolm Greer — President and sole shareholder of Briarwood Home Essentials, Inc. As the sole equity holder of Briarwood, Mr. Greer's personal interests are directly aligned with those of the seller entity. Mr. Greer is expected to be a party to certain ancillary transaction documents, potentially including a non-competition agreement, a transition services agreement, and personal representations or guarantees.
3.  Janet Tsao — Vice President of Operations of Briarwood Home Essentials, Inc. Ms. Tsao is anticipated to be involved in operational diligence and the negotiation of transition services arrangements.
C. Seller's Counsel
The following law firm has been identified as counsel to the seller, Briarwood Home Essentials, Inc., in connection with the Transaction:
1.  Caldwell, Pruitt & Shaw LLP
•  Address: 41 South High Street, Suite 2800, Columbus, OH 43215
•  Lead Partner: Rachel Underwood
•  Associate: David Soo
•  Role in Transaction: Outside legal counsel to Briarwood in connection with the Transaction
D. Other Transaction Parties and Advisors Checked
The following additional parties have been identified as participants in or advisors to the Transaction. Each has been included in the conflicts search to ensure that no conflicts exist, whether arising from current or former client relationships, adverse party designations, or other relevant entries in the Firm's conflicts database:
1.  Wavecrest Partners LLC (Buyer's Financial Advisor)
•  Address: 375 Hudson Street, 12th Floor, New York, NY 10014
•  Key Personnel: Steven Marchetti (Lead Managing Director), Lena Kowalski (Vice President)
•  Role in Transaction: Financial advisor to Meridian in connection with the Transaction; expected to provide valuation analysis, deal structuring advice, and negotiation support
2.  Greystone Hobbs & Co. (Seller's Financial Advisor)
•  Address: 127 East Ashbury Asset Advisors, Suite 900, Columbus, OH 43215
•  Key Personnel: Philip Tran (Managing Director)
•  Role in Transaction: Financial advisor to Briarwood in connection with the Transaction; expected to have managed the sell-side process
3.  Harborview National Bank, N.A. (Anticipated Lead Lender / Administrative Agent)
•  Address: One Harborview Plaza, Charlotte, NC 28202
•  Key Personnel: Carolyn Dubois (Relationship Manager)
•  Role in Transaction: Expected to serve as lead lender and administrative agent under a senior secured credit facility to be entered into by Meridian (or a subsidiary thereof) in connection with the financing of the Transaction
4.  Pinnacle Credit Partners, LP (Anticipated Syndicate Lender)
•  Address: 600 Lexington Avenue, Suite 2100, New York, NY 10022
•  Key Personnel: Rajan Mehta
•  Role in Transaction: Expected to participate as a syndicate lender in the credit facility described above
5.  Atlantic Fiduciary Trust Company (Anticipated Escrow Agent)
•  Address: 100 Federal Street, Suite 1500, Boston, MA 02110
•  Key Personnel: Gregory Fenn
•  Role in Transaction: Expected to serve as escrow agent for a portion of the purchase price, to be held in escrow for a post-closing indemnification period
6.  Whitfield Ames LLP (Buyer's Accountant / Financial Diligence Advisor)
•  Address: 1290 Avenue of the Americas, 20th Floor, New York, NY 10104
•  Key Personnel: Susan Clearwater (Engagement Partner)
•  Role in Transaction: Retained by Meridian to perform financial due diligence on the Acquired Product Lines, including quality of earnings analysis and review of Briarwood's financial statements
7.  Hargrove & Linton, P.C. (Seller's Auditor)
•  Address: 250 Civic Center Drive, Suite 700, Columbus, OH 43215
•  Key Personnel: Daniel Yee (Engagement Partner)
•  Role in Transaction: Serves as Briarwood's independent auditor; audited financial statements of Briarwood are expected to form part of the disclosure materials provided to the buyer
8.  Terrapoint Environmental Group, Inc. (Anticipated Environmental Consultant)
•  Address: 33 Arch Street, Suite 1400, Boston, MA 02110
•  Key Personnel: Keith Novak (Project Manager)
•  Role in Transaction: Engaged by Meridian to conduct Phase I and, if necessary, Phase II environmental site assessments of the manufacturing and warehouse facilities associated with the Acquired Product Lines
9.  Northbridge Risk Advisors LLC (Anticipated R&W Insurance Broker)
•  Address: 1 World Financial Center, Suite 2500, New York, NY 10281
•  Key Personnel: Alison Chu
•  Role in Transaction: Engaged by Meridian to broker a representations and warranties insurance policy in connection with the Transaction
10.  Sentinel Specialty Insurance Company (Anticipated R&W Insurance Carrier)
•  Address: 500 West Monroe Street, Suite 3300, Chicago, IL 60661
•  Key Personnel: Mark Ellison (Underwriter)
•  Role in Transaction: Anticipated carrier for the representations and warranties insurance policy referenced above
11.  Buckeye Industrial Properties LLC (Landlord of Marysville Manufacturing Facility)
•  Address: 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215
•  Role in Transaction: Landlord under the lease for the Marysville, Ohio manufacturing facility that is among the real property assets associated with the Acquired Product Lines; lease assignment or new lease will likely be required as part of the Transaction
E. Key Transaction Assets / Brand Names Checked
The following brand names and asset designations were included in the conflicts search to identify any matters in which the Firm may have been engaged in connection with the same or similar intellectual property or product lines:
1.  "CleanLeaf" — Home cleaning product brand owned by Briarwood; part of the Acquired Product Lines in this Transaction.
2.  "PureHaven" — Personal care product brand owned by Briarwood; part of the Acquired Product Lines in this Transaction.
3.  Briarwood's Commercial Janitorial Services Division — This business unit is being retained by Briarwood and is expressly excluded from the scope of the proposed asset purchase. It was nonetheless included in the conflicts search to ensure completeness, as intellectual property and contractual overlap between the retained business and the Acquired Product Lines may arise during diligence and transaction documentation.
IV. Conflicts Database Search Methodology
The conflicts check was conducted using the Firm's electronic conflicts clearance system, ConflictsPlus (version 8.4.2), which is the Firm's system of record for conflicts identification and client/matter intake. The search was performed on June 7 and June 8, 2022, by Andrew Fitzpatrick with the assistance of the Firm's Conflicts Department staff.
Search Terms. The following categories of search terms were entered into the ConflictsPlus system:
•  Entity names — All entity names listed in Section III above were searched using full legal names, commonly used short names, and known abbreviations or variants. For example, "Meridian Consumer Brands LLC" was searched alongside "Meridian Consumer Brands," "Meridian," "MCB," and "Meridian CB." Similarly, "Briarwood Home Essentials, Inc." was searched alongside "Briarwood Home Essentials," "Briarwood," "BHE," and "Briarwood Home." Each additional entity was subjected to analogous variant searches.
•  Individual names — The full legal names of all principals, key personnel, and contact persons identified in Section III were searched. Where known, maiden names or prior professional names were also included. Searches were conducted using both "last name, first name" and "first name last name" formats.
•  Employer Identification Numbers (EINs) — The following EINs were included as search terms: 83-2947106 (Meridian Consumer Brands LLC), 31-1684239 (Briarwood Home Essentials, Inc.), and 04-3821567 (Lakepoint Capital Partners, LP).
•  Brand names — "CleanLeaf," "Clean Leaf," "PureHaven," and "Pure Haven" were included as search terms.
•  Addresses — Key addresses for the principal parties were searched to identify any address-based matches that might not be captured through name searches alone.
Scope of Search. The ConflictsPlus search covered the following categories of records maintained in the Firm's conflicts database:
1.  Current active client matters — All open and active client matters across all of the Firm's practice groups and offices.
2.  Former client matters — All closed client matters within the Firm's records retention period, which currently extends back to January 1, 2005.
3.  Adverse party records — All entries in the Firm's adverse party database, including parties designated as adverse in current and former matters.
4.  Prospective and declined engagement records — Records of prospective engagements that were considered but ultimately not accepted, including those declined for conflicts or other reasons.
Lateral Hire Conflict Data. In addition to the standard ConflictsPlus search, the conflicts data submitted by lateral hires within the Firm's Mergers & Acquisitions Practice Group was separately reviewed. This review was undertaken to identify any potential conflicts that may have arisen from the prior practices of attorneys who joined the Firm from other institutions and who may have had relationships with the parties identified in Section III while at their prior firms. No relevant conflicts were identified through this supplemental review.
The search was conducted in accordance with the Firm's standard operating procedures for new matter intake and conflicts clearance, and the results are set forth in Section V below.
V. Results of Conflicts Search
The following summarizes the results of the conflicts database search described in Section IV above.
A. Current Client Matters
A thorough review of all current active client matters in the Firm's ConflictsPlus database yielded the following results:
•  Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, and affiliates thereof: No current matters were identified in which Calderwood & Harkness LLP represents Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, or any of their respective affiliates. Acceptance of this engagement would establish a new client relationship between the Firm and Meridian. The Firm has no pre-existing attorney-client relationship with Lakepoint Capital Partners, LP or any Lakepoint portfolio company.
•  Briarwood Home Essentials, Inc., Malcolm Greer, and Briarwood affiliates: No current matters were identified in which Calderwood & Harkness LLP represents Briarwood Home Essentials, Inc., Malcolm Greer, Janet Tsao, or any affiliate of Briarwood. Accordingly, there is no current client relationship with the seller or any seller-affiliated party that would give rise to a direct adversity conflict under Rule 1.7(a) of the New York Rules of Professional Conduct.
•  Caldwell, Pruitt & Shaw LLP: No current matters were identified in which Calderwood & Harkness LLP represents Caldwell, Pruitt & Shaw LLP or any of its individual partners, including Rachel Underwood and David Soo.
•  Other transaction parties (Section III.D): No current matters were identified in which Calderwood & Harkness LLP represents any of the other transaction parties or advisors listed in Section III.D above — including Wavecrest Partners LLC, Greystone Hobbs & Co., Harborview National Bank, N.A., Pinnacle Credit Partners, LP, Atlantic Fiduciary Trust Company, Whitfield Ames LLP, Hargrove & Linton, P.C., Terrapoint Environmental Group, Inc., Northbridge Risk Advisors LLC, Sentinel Specialty Insurance Company, or Buckeye Industrial Properties LLC — as clients in any matters that would create a conflict with this engagement. Additionally, no current matters were identified in which any of these parties appear as adverse parties in circumstances that would create a conflict.
B. Former Client Matters
A review of all former client matters within the Firm's records retention period yielded the following results:
•  Meridian Consumer Brands LLC and Lakepoint Capital Partners, LP: No former client matters were identified involving Meridian Consumer Brands LLC, Lakepoint Capital Partners, LP, or any of their respective affiliates. The Firm has no prior attorney-client relationship with these entities.
•  Briarwood Home Essentials, Inc. and Malcolm Greer: No former client matters were identified involving Briarwood Home Essentials, Inc., Malcolm Greer, or any identified Briarwood affiliate. Accordingly, there is no former client conflict under Rule 1.9 of the New York Rules of Professional Conduct.
•  Harborview National Bank, N.A.: The search identified two (2) prior matters in which the Firm represented Harborview National Bank, N.A. These matters were as follows:
(i) Matter No. 1011-00005 — Calderwood & Harkness LLP represented Harborview National Bank, N.A. as lender's counsel in connection with a $250,000,000 senior secured revolving credit facility provided to Argus Logistics Holdings, Inc. (closed March 2018). This matter is now closed and the credit facility has been fully repaid and terminated.
(ii) Matter No. 1011-00005 — Calderwood & Harkness LLP represented Harborview National Bank, N.A. as administrative agent's counsel in connection with amendments to a syndicated term loan facility provided to Clearfield Medical Devices, Inc. (closed August 2020). This matter is now closed.
In both of the foregoing matters, the Firm acted as counsel to Harborview on the lender/agent side of the transaction. In the proposed engagement, Harborview is anticipated to serve as lead lender and administrative agent in a credit facility that will be provided to the Firm's proposed client, Meridian. Harborview's interests in the proposed Transaction are thus aligned with the interests of Meridian (as borrower and buyer) in the sense that both parties share the common objective of consummating the acquisition. The Firm would not be adverse to Harborview in this engagement. Moreover, the subject matter of the two prior Harborview engagements — a revolving credit facility for a logistics company and a term loan amendment for a medical devices company — is not substantially related to the proposed engagement. No confidential information obtained in the prior Harborview representations would be material to or usable in the proposed engagement. Accordingly, no conflict exists under Rule 1.9 with respect to the prior Harborview representations.
•  All other parties: No former client matters were identified involving any other party listed in Section III that would create a duty of loyalty or confidentiality conflict with the proposed representation.
C. Adverse Party Records
A review of the Firm's adverse party database yielded the following results:
•  Briarwood Home Essentials, Inc. and Malcolm Greer: No instances were identified in which Briarwood Home Essentials, Inc. or Malcolm Greer appear as current adverse parties in any active matter handled by the Firm. Accordingly, there is no "hot potato" or related concern that would complicate the Firm's ability to act adversely to Briarwood in the proposed Transaction.
•  All other counterparties and third parties: No instances were identified in which any identified counterparty, transaction advisor, or third party listed in Section III appears as a current adverse party in any active matter in circumstances that would create a direct adversity conflict with the proposed engagement.
D. Individual Conflicts — Attorneys
Each of the attorneys proposed to be staffed on the engagement was individually checked for potential conflicts, including personal financial interests, family relationships, and prior representations at the Firm or at prior employers. The results are as follows:
•  Sandra Tung (Responsible Partner): No conflicts identified. Ms. Tung has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.
•  Oliver Mackenzie (Billing Partner): No conflicts identified. Mr. Mackenzie has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.
•  Andrew Fitzpatrick (Lead Associate): No conflicts identified. Mr. Fitzpatrick has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.
•  Naomi Petersen (Associate): No conflicts identified. Ms. Petersen has no personal, financial, or professional relationship with any of the parties identified in Section III that would create a conflict of interest or the appearance of a conflict.
VI. Analysis
Based on the results set forth in Section V above, the undersigned has conducted an analysis of the proposed engagement under the applicable provisions of the New York Rules of Professional Conduct to determine whether any actual or potential conflict of interest exists that would preclude or restrict the Firm's ability to accept the proposed representation of Meridian Consumer Brands LLC.
Rule 1.7(a) — Current Client Adversity. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if the representation of one client will be directly adverse to another client or if there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. As confirmed in Section V.A, no current client of Calderwood & Harkness LLP is a party to or participant in the proposed Transaction in a capacity adverse to Meridian. In particular, neither Briarwood Home Essentials, Inc. nor Malcolm Greer is a current client of the Firm. No concurrent conflict of interest exists under Rule 1.7(a).
Rule 1.9 — Former Client Conflicts. Rule 1.9 provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. As confirmed in Section V.B, neither Briarwood nor any other adverse party in this Transaction is a former client of the Firm. The two prior matters involving Harborview National Bank, N.A. do not present a Rule 1.9 issue because (i) Harborview is not adverse to Meridian in this Transaction — rather, Harborview is an aligned-interest lender providing acquisition financing to Meridian — and (ii) the prior Harborview matters are not substantially related to the proposed engagement by subject matter, legal issues, or factual circumstances. No former client conflict exists under Rule 1.9.
Rule 1.10 — Imputed Disqualification. Rule 1.10 provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. Because no individual attorney on the proposed deal team has an individual conflict of interest, and because no other attorney at the Firm has been identified as having a conflict that would require imputation, Rule 1.10 does not present a barrier to accepting the proposed engagement.
Seller as Counterparty. Briarwood Home Essentials, Inc. is the counterparty and seller in the proposed Transaction. The Firm has no existing or prior relationship with Briarwood, its sole shareholder Malcolm Greer, its VP of Operations Janet Tsao, or its outside counsel, Caldwell, Pruitt & Shaw LLP. Accordingly, there is no basis on which an adversity conflict, a former client conflict, or a duty of loyalty concern could arise from the Firm's representation of the buyer in a transaction in which Briarwood is the seller.
PE Sponsor Relationship. Lakepoint Capital Partners, LP is the private equity sponsor and majority equity holder of the proposed client, Meridian Consumer Brands LLC. For purposes of this engagement, Meridian is the direct client, and the engagement letter will be executed by Meridian. Lakepoint's interests in the Transaction are aligned with those of Meridian — both entities share the objective of consummating the acquisition of the CleanLeaf and PureHaven product lines on favorable terms. No conflict or tension has been identified between Meridian and Lakepoint with respect to this Transaction. In the event that any divergence of interest between Meridian and Lakepoint arises during the course of the engagement, the matter will be promptly escalated to the Responsible Partner for evaluation under applicable conflict rules and the Firm's policies regarding representation of portfolio companies of private equity sponsors.
Conclusion of Analysis. No actual or potential conflicts of interest have been identified under the New York Rules of Professional Conduct that would preclude Calderwood & Harkness LLP from accepting the proposed engagement to represent Meridian Consumer Brands LLC as buyer's counsel in connection with the proposed asset purchase of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc.
VII. Conditions and Caveats
The foregoing clearance is subject to the following conditions and caveats, each of which should be observed throughout the life of the engagement:
1.  Supplemental Conflicts Check Upon New Party Relationships. If at any time during the course of this engagement the Firm is approached to represent, or becomes adverse to, any of the parties identified in Section III in connection with an unrelated matter, a supplemental conflicts check must be run before any such engagement is accepted. The Firm's general intake procedures should capture such a scenario, but the transaction team should remain alert to potential overlaps and promptly notify the Conflicts Department of any concerns.
2.  Refreshed Conflicts Check for Additional Transaction Parties. The conflicts check should be refreshed if additional parties are identified during the course of the engagement who were not included in the initial search. This may include, without limitation, additional syndicate lenders participating in the acquisition financing, co-investors or equity co-invest participants, customer counterparties whose contracts require assignment consent, regulatory authorities, or additional advisors or consultants retained by either party.
3.  Customer Contract Assignments. It is currently anticipated that approximately twenty-three (23) customer contracts associated with the Acquired Product Lines will need to be assigned from Briarwood to Meridian as part of the Transaction, and that seven (7) of those contracts contain provisions requiring the consent of the customer counterparty to such assignment. As of the date of this memorandum, the identities of the customer counterparties whose consent is required have not yet been provided by the client or the seller. Once those identities are known, a supplemental conflicts check must be conducted to confirm that no current or former client of the Firm is among the counterparties whose consent is being sought, particularly if any such counterparty raises objections to the assignment or takes positions adverse to Meridian in connection with the consent process.
4.  Ongoing Duty. The transaction team is reminded of its ongoing obligation under the Firm's Conflicts Clearance Policies and Procedures to promptly report to the Conflicts Department any information learned during the course of the engagement that may be relevant to conflicts analysis, including but not limited to changes in the identity of transaction parties, the emergence of disputes involving parties to the Transaction, or the identification of additional entities affiliated with the client or the seller.
VIII. Conclusion and Clearance
Result: CLEARED — No Conflicts Identified.
Based on the comprehensive conflicts search and analysis described herein, Calderwood & Harkness LLP is cleared to proceed with the engagement of Meridian Consumer Brands LLC as buyer's counsel in connection with the proposed acquisition of the CleanLeaf and PureHaven product lines from Briarwood Home Essentials, Inc. No actual or potential conflicts of interest have been identified under the New York Rules of Professional Conduct or the Firm's internal conflicts clearance policies that would preclude acceptance of this engagement.
The matter has been assigned Matter Number 1011-00005 and has been entered into the Firm's ConflictsPlus system and time and billing system accordingly.
An engagement letter is anticipated to be prepared and transmitted on or about June 10, 2022. The engagement letter will be addressed to Diana Ressler, General Counsel, Meridian Consumer Brands LLC, 440 Park Avenue South, 18th Floor, New York, NY 10016, and will set forth the scope of the engagement, the fee arrangement, and other standard terms and conditions of the attorney-client relationship.
IX. Approval and Sign-Off
Prepared by:
________________________________________
Andrew Fitzpatrick Lead Associate, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP
Date: June 8, 2022
Reviewed by:
________________________________________
Sandra Tung Responsible Partner, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP
Date: June 8, 2022
Conflicts Clearance Officer Approval:
________________________________________
Name: ________
Title: General Counsel / Conflicts Committee Representative
Calderwood & Harkness LLP
Date: ________
Entered into Conflicts System:
Confirmed entered into ConflictsPlus as Matter No. 1011-00005
By: ________
Date: ________
APPENDIX A — Parties Search List
The following table sets forth the complete listing of all names, entities, EINs, and search terms run through the Firm's ConflictsPlus conflicts clearance system in connection with this matter. This appendix is maintained for recordkeeping purposes.
Table 1: Client and Client Affiliates
Table 2: Adverse / Counterparties
Table 3: Seller's Counsel
Table 4: Other Transaction Parties and Advisors
Table 5: Brand Names and Asset Designations
— End of Memorandum —
PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT / FOR INTERNAL USE ONLY This memorandum is prepared for internal use by Calderwood & Harkness LLP in connection with its conflicts clearance procedures. It is protected by the attorney work product doctrine and the attorney-client privilege and is not to be disclosed to any person outside the Firm without the prior written approval of the Firm's General Counsel.
Category | Full Legal Name | Search Variants | EIN | Individual/Entity
Proposed Client | Meridian Consumer Brands LLC | Meridian Consumer Brands; Meridian; MCB; Meridian CB | 83-2947106 | Entity
Client Affiliate — PE Sponsor | Lakepoint Capital Partners, LP | Lakepoint Capital Partners; Lakepoint Capital; Lakepoint; LCP | 04-3821567 | Entity
Client Personnel | Gareth Holloway | Holloway, Gareth; G. Holloway | N/A | Individual
Client Personnel | Priya Anand | Anand, Priya; P. Anand | N/A | Individual
Client Personnel | Diana Ressler | Ressler, Diana; D. Ressler | N/A | Individual
PE Sponsor Personnel | Thomas Liang | Liang, Thomas; T. Liang | N/A | Individual
Category | Full Legal Name | Search Variants | EIN | Individual/Entity
Seller | Briarwood Home Essentials, Inc. | Briarwood Home Essentials; Briarwood; BHE; Briarwood Home | 31-1684239 | Entity
Seller Principal | Malcolm Greer | Greer, Malcolm; M. Greer | N/A | Individual
Seller Personnel | Janet Tsao | Tsao, Janet; J. Tsao | N/A | Individual
Category | Full Legal Name | Search Variants | Individual/Entity
Seller's Counsel | Caldwell, Pruitt & Shaw LLP | Caldwell Pruitt Shaw; Caldwell Pruitt & Shaw; CPS; CP&S | Entity
Seller's Counsel — Attorney | Rachel Underwood | Underwood, Rachel; R. Underwood | Individual
Seller's Counsel — Attorney | David Soo | Soo, David; D. Soo | Individual
Category | Full Legal Name | Search Variants | Individual/Entity
Buyer's Financial Advisor | Wavecrest Partners LLC | Wavecrest Partners; Wavecrest; WCP | Entity
Buyer's Financial Advisor — Personnel | Steven Marchetti | Marchetti, Steven; S. Marchetti; Steve Marchetti | Individual
Buyer's Financial Advisor — Personnel | Lena Kowalski | Kowalski, Lena; L. Kowalski | Individual
Seller's Financial Advisor | Greystone Hobbs & Co. | Greystone Hobbs; Greystone; GH&Co | Entity
Seller's Financial Advisor — Personnel | Philip Tran | Tran, Philip; P. Tran; Phil Tran | Individual
Anticipated Lead Lender | Harborview National Bank, N.A. | Harborview National Bank; Harborview; HNB; Harborview Bank | Entity
Anticipated Lead Lender — Personnel | Carolyn Dubois | Dubois, Carolyn; C. Dubois | Individual
Anticipated Syndicate Lender | Pinnacle Credit Partners, LP | Pinnacle Credit Partners; Pinnacle Credit; Pinnacle; PCP | Entity
Anticipated Syndicate Lender — Personnel | Rajan Mehta | Mehta, Rajan; R. Mehta | Individual
Anticipated Escrow Agent | Atlantic Fiduciary Trust Company | Atlantic Fiduciary Trust; Atlantic Fiduciary; AFTC | Entity
Anticipated Escrow Agent — Personnel | Gregory Fenn | Fenn, Gregory; G. Fenn; Greg Fenn | Individual
Buyer's Accountant | Whitfield Ames LLP | Whitfield Ames; WA LLP | Entity
Buyer's Accountant — Personnel | Susan Clearwater | Clearwater, Susan; S. Clearwater | Individual
Seller's Auditor | Hargrove & Linton, P.C. | Hargrove Linton; Hargrove & Linton; H&L | Entity
Seller's Auditor — Personnel | Daniel Yee | Yee, Daniel; D. Yee; Dan Yee | Individual
Environmental Consultant | Terrapoint Environmental Group, Inc. | Terrapoint Environmental; Terrapoint; TEG | Entity
Environmental Consultant — Personnel | Keith Novak | Novak, Keith; K. Novak | Individual
R&W Insurance Broker | Northbridge Risk Advisors LLC | Northbridge Risk Advisors; Northbridge Risk; Northbridge; NRA | Entity
R&W Insurance Broker — Personnel | Alison Chu | Chu, Alison; A. Chu | Individual
R&W Insurance Carrier | Sentinel Specialty Insurance Company | Sentinel Specialty Insurance; Sentinel Specialty; Sentinel; SSIC | Entity
R&W Insurance Carrier — Personnel | Mark Ellison | Ellison, Mark; M. Ellison | Individual
Landlord — Marysville Facility | Buckeye Industrial Properties LLC | Buckeye Industrial Properties; Buckeye Industrial; Buckeye Properties; BIP | Entity
Category | Name | Search Variants
Acquired Brand — Home Cleaning | CleanLeaf | CleanLeaf; Clean Leaf; Clean-Leaf
Acquired Brand — Personal Care | PureHaven | PureHaven; Pure Haven; Pure-Haven
Retained Business Unit (not acquired) | Briarwood Commercial Janitorial Services Division | Briarwood Commercial Janitorial; Briarwood Janitorial; Commercial Janitorial Services

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT FOR INTERNAL USE ONLY

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