1011-00005 · Meridian Consumer Brands LLC · Consents

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CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue, 36th Floor New York, NY 10022 Tel: (212) 554-7000

October 7, 2022

Via Severin Partners LLC and Email

Buckeye Industrial Properties LLC 77 East Nationwide Boulevard, Suite 200 Columbus, OH 43215

Dear Sir or Madam:

Re: Request for Consent to Assignment of Lease — 2800 Industrial Parkway, Marysville, OH 43040 (the "Premises"); Lease Agreement by and between Buckeye Industrial Properties LLC, as landlord, and Briarwood Home Essentials, Inc., as tenant

I. Introduction and Purpose of This Letter

This firm represents Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Buyer"), with principal offices located at 440 Park Avenue South, 18th Floor, New York, NY 10016. We write on behalf of Meridian to formally request the consent of Buckeye Industrial Properties LLC ("Landlord") to the assignment of that certain lease agreement (the "Lease") between the Landlord and Briarwood Home Essentials, Inc., an Ohio corporation ("Briarwood" or "Tenant"), governing the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Premises"). This consent is being requested in connection with a proposed asset purchase transaction pursuant to which Meridian will acquire certain assets of Briarwood, including the Lease for the Premises, as more fully described below.

The Premises currently serves as the primary manufacturing facility for Briarwood's consumer product lines and is integral to the ongoing operations of the business being acquired. Accordingly, the assignment of the Lease is a critical component of the proposed transaction, and we respectfully request Landlord's cooperation in reviewing and approving this request in a timely manner.

II. Description of the Proposed Transaction

Meridian and Briarwood have entered into advanced negotiations for an asset purchase transaction pursuant to which Meridian will acquire substantially all of the assets associated with Briarwood's consumer-facing product lines, including, without limitation, the CleanLeaf home cleaning product line and the PureHaven personal care product line (collectively, the "Acquired Product Lines"). The transaction is structured as an asset purchase, rather than a stock or membership interest acquisition, and accordingly, the contracts, permits, inventory, intellectual property, equipment, and other assets associated with the Acquired Product Lines will be transferred from Briarwood to Meridian at the closing of the transaction.

The Premises at 2800 Industrial Parkway, Marysville, OH 43040, which is the subject of the Lease, is a critical component of the assets being acquired (the "Acquired Assets"). The Premises serves as the primary manufacturing facility for the Acquired Product Lines and houses the production lines, warehousing, and distribution infrastructure necessary for the continued operation of the CleanLeaf and PureHaven brands. Given its central role in the manufacturing operations of the Acquired Product Lines, the Lease is among the contracts and agreements that will be assigned from Briarwood to Meridian as part of the transaction.

The parties are currently negotiating a definitive Asset Purchase Agreement (the "APA"), which will set forth the terms and conditions of the acquisition in full detail. We anticipate that the APA will be executed in due course, subject to the satisfaction of customary conditions to closing, including the receipt of Landlord's consent to the assignment of the Lease.

For purposes of completeness, we note that Briarwood intends to retain its Commercial Janitorial Services Division and certain other assets that are not related to the Acquired Product Lines. The retained assets and business operations are not implicated by the proposed assignment of the Lease.

III. Background on Meridian Consumer Brands LLC (the Proposed Assignee)

We believe it will be helpful to provide the Landlord with background information regarding Meridian, as the proposed assignee of the Lease.

Meridian Consumer Brands LLC is a Delaware limited liability company formed in 2017 for the purpose of acquiring, operating, and growing consumer product brands in the household cleaning, laundry, and personal care categories. Meridian's Chief Executive Officer and Managing Member is Gareth Holloway, and its Chief Financial Officer is Priya Anand. Meridian maintains its principal offices at 440 Park Avenue South, 18th Floor, New York, NY 10016.

Meridian is a portfolio company of Lakepoint Capital Partners, LP, a Delaware limited partnership and mid-market private equity fund headquartered at 200 Clarendon Street, Suite 3200, Boston, MA 02116. Lakepoint Capital Partners is led by its Managing Partner, Thomas Liang. Lakepoint Capital Partners has significant experience investing in and supporting consumer products businesses and provides Meridian with access to substantial financial resources and strategic operational support.

Since its formation, Meridian has built a portfolio of five consumer brands spanning the household cleaning, laundry, and personal care categories, generating combined annual revenues of approximately $620 million. Meridian has a proven track record of successfully integrating acquired businesses, having completed three prior bolt-on acquisitions since 2017, each of which was integrated on schedule and has contributed to Meridian's growth trajectory.

Meridian is a well-capitalized and experienced operator in the consumer products space. In connection with the proposed transaction, Meridian intends to continue using the Premises as a manufacturing facility for the CleanLeaf and PureHaven product lines, which is fully consistent with the current use of the Premises under the Lease. Meridian does not anticipate any material changes to the nature or intensity of the operations conducted at the Premises. Meridian has the financial resources and operational capability to perform all of the obligations of the Tenant under the Lease, including, without limitation, the payment of rent and other charges, the maintenance of required insurance, and compliance with all other terms and conditions of the Lease.

IV. Specific Request for Consent

On behalf of Meridian, we hereby formally request that Buckeye Industrial Properties LLC consent to the assignment of the Lease from Briarwood Home Essentials, Inc. to Meridian Consumer Brands LLC, effective as of the closing date of the asset purchase transaction described herein.

We understand that the Lease contains provisions governing the assignment and subletting of the Tenant's interest in the Lease and the Premises, and that such provisions require the prior written consent of the Landlord for any assignment of the Lease. This letter is intended to initiate the consent process contemplated by those provisions.

Upon the effective date of the assignment, Meridian will assume all of the obligations of the Tenant under the Lease arising from and after the closing of the transaction. The assumption of such obligations will be documented in a formal assignment and assumption agreement, a copy of which will be provided to the Landlord for its records.

We respectfully request that the Landlord execute and return a consent to assignment in a form to be provided by our office in the near term. Alternatively, if the Landlord maintains a standard or preferred form of consent to assignment, we would welcome the opportunity to review such form and work cooperatively toward its execution. In either case, this firm is prepared to work directly with the Landlord's legal counsel to negotiate and finalize the form of consent to assignment in a manner that is satisfactory to all parties.

V. Proposed Timeline

We understand that the evaluation of a consent request of this nature requires careful consideration, and we are committed to providing the Landlord with all information reasonably necessary to facilitate a thorough and expeditious review.

We note that the parties' ability to close the proposed asset purchase transaction is contingent, in part, upon the receipt of the Landlord's consent to the assignment of the Lease. The obtaining of such consent is expected to be a condition to closing under the APA. Accordingly, the timely processing of this request is of considerable importance to both Meridian and Briarwood.

We respectfully request that the Landlord respond to this consent request at its earliest convenience, and if possible, within thirty (30) days of receipt of this letter. If additional time is needed, we would appreciate receiving an acknowledgment of this request and an estimated timeline for the Landlord's review so that we may plan accordingly.

Should the Landlord require any additional information regarding Meridian, the proposed transaction, or the intended use of the Premises in order to evaluate the consent request, we are prepared to promptly provide such information. We are committed to a cooperative and transparent process and welcome any questions or requests that the Landlord or its advisors may have.

VI. Offer to Provide Additional Information

Meridian recognizes that the Landlord may wish to evaluate the creditworthiness and qualifications of the proposed assignee as part of its review of this consent request. To that end, Meridian is willing to provide the Landlord with any or all of the following, upon request:

(a) audited and/or unaudited financial statements of Meridian Consumer Brands LLC for the most recent fiscal years;

(b) financial references, including banking references and credit references;

(d) information regarding Lakepoint Capital Partners, LP, as the equity sponsor of Meridian; and

(e) any other documentation or information that the Landlord may reasonably require in connection with its evaluation of the proposed assignee.

In addition, we wish to advise the Landlord that Briarwood's legal counsel in this matter is the firm of Caldwell, Pruitt & Shaw LLP, located at 41 South High Street, Suite 2800, Columbus, OH 43215. The attorney handling this matter on behalf of Briarwood is Rachel Underwood. Ms. Underwood is available to coordinate directly with the Landlord or the Landlord's counsel regarding any information relating to the current Lease, the status of Briarwood's tenancy, or any other matter pertaining to Briarwood's obligations as Tenant under the Lease.

VII. Contact Information and Closing

All communications regarding this consent request should be directed to the undersigned at the following address:

Andrew Fitzpatrick Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: (212) 554-7146

Email: afitzpatrick@calderwoodharkness.com

We thank the Landlord for its prompt attention to this request and for its willingness to engage cooperatively in the consent process. We recognize that assignments of this nature require thoughtful review, and we wish to assure the Landlord that Meridian is a creditworthy and capable successor tenant that is fully committed to honoring the terms and conditions of the Lease.

We would welcome the opportunity to discuss this matter further at the Landlord's convenience, whether by telephone, videoconference, or in person. Please do not hesitate to contact the undersigned with any questions, requests for additional information, or comments regarding this request.

We look forward to hearing from you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Andrew Fitzpatrick Partner

Enclosures: None (a proposed form of Consent to Assignment will follow under separate cover)

cc:

Sandra Tung, Calderwood & Harkness LLP Diana Ressler, General Counsel, Meridian Consumer Brands LLC Rachel Underwood, Caldwell, Pruitt & Shaw LLP

CONFIDENTIALITY NOTICE: This letter and any accompanying documents are intended solely for the use of the individual or entity to whom they are addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure under applicable law, including the attorney-client privilege and the work product doctrine. If you are not the intended recipient, or an agent responsible for delivering this communication to the intended recipient, you are hereby notified that any review, disclosure, dissemination, distribution, copying, or other use of this communication or any of the information contained herein is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone at (212) 554-7146 and destroy all copies of this communication and any attachments.

Matter No. 1011-00005

CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 36th Floor New York, NY 10022 Tel: (212) 554-7000 | Fax: (212) 554-7001 www.calderwoodharkness.com
October 7, 2022
Via Severin Partners LLC and Email
Buckeye Industrial Properties LLC 77 East Nationwide Boulevard, Suite 200 Columbus, OH 43215
Dear Sir or Madam:
Re: Request for Consent to Assignment of Lease — 2800 Industrial Parkway, Marysville, OH 43040 (the "Premises"); Lease Agreement by and between Buckeye Industrial Properties LLC, as landlord, and Briarwood Home Essentials, Inc., as tenant
I. Introduction and Purpose of This Letter
This firm represents Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Buyer"), with principal offices located at 440 Park Avenue South, 18th Floor, New York, NY 10016. We write on behalf of Meridian to formally request the consent of Buckeye Industrial Properties LLC ("Landlord") to the assignment of that certain lease agreement (the "Lease") between the Landlord and Briarwood Home Essentials, Inc., an Ohio corporation ("Briarwood" or "Tenant"), governing the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Premises"). This consent is being requested in connection with a proposed asset purchase transaction pursuant to which Meridian will acquire certain assets of Briarwood, including the Lease for the Premises, as more fully described below.
The Premises currently serves as the primary manufacturing facility for Briarwood's consumer product lines and is integral to the ongoing operations of the business being acquired. Accordingly, the assignment of the Lease is a critical component of the proposed transaction, and we respectfully request Landlord's cooperation in reviewing and approving this request in a timely manner.
II. Description of the Proposed Transaction
Meridian and Briarwood have entered into advanced negotiations for an asset purchase transaction pursuant to which Meridian will acquire substantially all of the assets associated with Briarwood's consumer-facing product lines, including, without limitation, the CleanLeaf home cleaning product line and the PureHaven personal care product line (collectively, the "Acquired Product Lines"). The transaction is structured as an asset purchase, rather than a stock or membership interest acquisition, and accordingly, the contracts, permits, inventory, intellectual property, equipment, and other assets associated with the Acquired Product Lines will be transferred from Briarwood to Meridian at the closing of the transaction.
The Premises at 2800 Industrial Parkway, Marysville, OH 43040, which is the subject of the Lease, is a critical component of the assets being acquired (the "Acquired Assets"). The Premises serves as the primary manufacturing facility for the Acquired Product Lines and houses the production lines, warehousing, and distribution infrastructure necessary for the continued operation of the CleanLeaf and PureHaven brands. Given its central role in the manufacturing operations of the Acquired Product Lines, the Lease is among the contracts and agreements that will be assigned from Briarwood to Meridian as part of the transaction.
The parties are currently negotiating a definitive Asset Purchase Agreement (the "APA"), which will set forth the terms and conditions of the acquisition in full detail. We anticipate that the APA will be executed in due course, subject to the satisfaction of customary conditions to closing, including the receipt of Landlord's consent to the assignment of the Lease.
For purposes of completeness, we note that Briarwood intends to retain its Commercial Janitorial Services Division and certain other assets that are not related to the Acquired Product Lines. The retained assets and business operations are not implicated by the proposed assignment of the Lease.
III. Background on Meridian Consumer Brands LLC (the Proposed Assignee)
We believe it will be helpful to provide the Landlord with background information regarding Meridian, as the proposed assignee of the Lease.
Meridian Consumer Brands LLC is a Delaware limited liability company formed in 2017 for the purpose of acquiring, operating, and growing consumer product brands in the household cleaning, laundry, and personal care categories. Meridian's Chief Executive Officer and Managing Member is Gareth Holloway, and its Chief Financial Officer is Priya Anand. Meridian maintains its principal offices at 440 Park Avenue South, 18th Floor, New York, NY 10016.
Meridian is a portfolio company of Lakepoint Capital Partners, LP, a Delaware limited partnership and mid-market private equity fund headquartered at 200 Clarendon Street, Suite 3200, Boston, MA 02116. Lakepoint Capital Partners is led by its Managing Partner, Thomas Liang. Lakepoint Capital Partners has significant experience investing in and supporting consumer products businesses and provides Meridian with access to substantial financial resources and strategic operational support.
Since its formation, Meridian has built a portfolio of five consumer brands spanning the household cleaning, laundry, and personal care categories, generating combined annual revenues of approximately $620 million. Meridian has a proven track record of successfully integrating acquired businesses, having completed three prior bolt-on acquisitions since 2017, each of which was integrated on schedule and has contributed to Meridian's growth trajectory.
Meridian is a well-capitalized and experienced operator in the consumer products space. In connection with the proposed transaction, Meridian intends to continue using the Premises as a manufacturing facility for the CleanLeaf and PureHaven product lines, which is fully consistent with the current use of the Premises under the Lease. Meridian does not anticipate any material changes to the nature or intensity of the operations conducted at the Premises. Meridian has the financial resources and operational capability to perform all of the obligations of the Tenant under the Lease, including, without limitation, the payment of rent and other charges, the maintenance of required insurance, and compliance with all other terms and conditions of the Lease.
IV. Specific Request for Consent
On behalf of Meridian, we hereby formally request that Buckeye Industrial Properties LLC consent to the assignment of the Lease from Briarwood Home Essentials, Inc. to Meridian Consumer Brands LLC, effective as of the closing date of the asset purchase transaction described herein.
We understand that the Lease contains provisions governing the assignment and subletting of the Tenant's interest in the Lease and the Premises, and that such provisions require the prior written consent of the Landlord for any assignment of the Lease. This letter is intended to initiate the consent process contemplated by those provisions.
Upon the effective date of the assignment, Meridian will assume all of the obligations of the Tenant under the Lease arising from and after the closing of the transaction. The assumption of such obligations will be documented in a formal assignment and assumption agreement, a copy of which will be provided to the Landlord for its records.
We respectfully request that the Landlord execute and return a consent to assignment in a form to be provided by our office in the near term. Alternatively, if the Landlord maintains a standard or preferred form of consent to assignment, we would welcome the opportunity to review such form and work cooperatively toward its execution. In either case, this firm is prepared to work directly with the Landlord's legal counsel to negotiate and finalize the form of consent to assignment in a manner that is satisfactory to all parties.
V. Proposed Timeline
We understand that the evaluation of a consent request of this nature requires careful consideration, and we are committed to providing the Landlord with all information reasonably necessary to facilitate a thorough and expeditious review.
We note that the parties' ability to close the proposed asset purchase transaction is contingent, in part, upon the receipt of the Landlord's consent to the assignment of the Lease. The obtaining of such consent is expected to be a condition to closing under the APA. Accordingly, the timely processing of this request is of considerable importance to both Meridian and Briarwood.
We respectfully request that the Landlord respond to this consent request at its earliest convenience, and if possible, within thirty (30) days of receipt of this letter. If additional time is needed, we would appreciate receiving an acknowledgment of this request and an estimated timeline for the Landlord's review so that we may plan accordingly.
Should the Landlord require any additional information regarding Meridian, the proposed transaction, or the intended use of the Premises in order to evaluate the consent request, we are prepared to promptly provide such information. We are committed to a cooperative and transparent process and welcome any questions or requests that the Landlord or its advisors may have.
VI. Offer to Provide Additional Information
Meridian recognizes that the Landlord may wish to evaluate the creditworthiness and qualifications of the proposed assignee as part of its review of this consent request. To that end, Meridian is willing to provide the Landlord with any or all of the following, upon request:
(a) audited and/or unaudited financial statements of Meridian Consumer Brands LLC for the most recent fiscal years;
(b) financial references, including banking references and credit references;
(c) information regarding Meridian's management team, organizational structure, and operational history;
(d) information regarding Lakepoint Capital Partners, LP, as the equity sponsor of Meridian; and
(e) any other documentation or information that the Landlord may reasonably require in connection with its evaluation of the proposed assignee.
In addition, we wish to advise the Landlord that Briarwood's legal counsel in this matter is the firm of Caldwell, Pruitt & Shaw LLP, located at 41 South High Street, Suite 2800, Columbus, OH 43215. The attorney handling this matter on behalf of Briarwood is Rachel Underwood. Ms. Underwood is available to coordinate directly with the Landlord or the Landlord's counsel regarding any information relating to the current Lease, the status of Briarwood's tenancy, or any other matter pertaining to Briarwood's obligations as Tenant under the Lease.
VII. Contact Information and Closing
All communications regarding this consent request should be directed to the undersigned at the following address:
Andrew Fitzpatrick Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: (212) 554-7146
Email: afitzpatrick@calderwoodharkness.com
We thank the Landlord for its prompt attention to this request and for its willingness to engage cooperatively in the consent process. We recognize that assignments of this nature require thoughtful review, and we wish to assure the Landlord that Meridian is a creditworthy and capable successor tenant that is fully committed to honoring the terms and conditions of the Lease.
We would welcome the opportunity to discuss this matter further at the Landlord's convenience, whether by telephone, videoconference, or in person. Please do not hesitate to contact the undersigned with any questions, requests for additional information, or comments regarding this request.
We look forward to hearing from you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Andrew Fitzpatrick Partner
Enclosures: None (a proposed form of Consent to Assignment will follow under separate cover)
cc:
Sandra Tung, Calderwood & Harkness LLP Diana Ressler, General Counsel, Meridian Consumer Brands LLC Rachel Underwood, Caldwell, Pruitt & Shaw LLP
CONFIDENTIALITY NOTICE: This letter and any accompanying documents are intended solely for the use of the individual or entity to whom they are addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure under applicable law, including the attorney-client privilege and the work product doctrine. If you are not the intended recipient, or an agent responsible for delivering this communication to the intended recipient, you are hereby notified that any review, disclosure, dissemination, distribution, copying, or other use of this communication or any of the information contained herein is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone at (212) 554-7146 and destroy all copies of this communication and any attachments.
Matter No. 1011-00005

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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