1011-00005 · Meridian Consumer Brands LLC · Diligence

due-diligence-request-list.docx DOCUMENT Finance & Banking

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

DUE DILIGENCE REQUEST LIST

Proposed Acquisition of the CleanLeaf and PureHaven Product Lines of Briarwood Home Essentials, Inc. by Meridian Consumer Brands LLC

June 14, 2022

Matter No.: 1011-00005

Prepared by:

Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022

Sandra Tung, Responsible Partner Andrew Fitzpatrick, Lead Associate Naomi Petersen, Working Associate

Sent to:

Caldwell, Pruitt & Shaw LLP 41 South High Street, Suite 2800 Columbus, OH 43215

Attention: Rachel Underwood, Partner

David Soo, Associate

On behalf of:

Briarwood Home Essentials, Inc. ("Seller" or "Briarwood" or "BHE") 1175 Creekside Drive, Suite 400 Columbus, OH 43215

Prepared at the direction of our client:

Meridian Consumer Brands LLC ("Buyer" or "Meridian") 440 Park Avenue South, 18th Floor New York, NY 10016

INTRODUCTORY INSTRUCTIONS AND PRELIMINARY NOTES

This Due Diligence Request List (this "Request List") is submitted by Calderwood & Harkness LLP, counsel to Meridian Consumer Brands LLC ("Buyer" or "Meridian"), in connection with the proposed asset purchase of the consumer product lines operated under the "CleanLeaf" and "PureHaven" brand names (collectively, the "Acquired Business") from Briarwood Home Essentials, Inc. ("Seller" or "Briarwood" or "BHE"). This Request List is submitted pursuant to, and in furtherance of, the Letter of Intent dated March 28, 2022 (the "LOI"), as executed by Gareth Holloway, Chief Executive Officer, on behalf of Meridian and by Malcolm Greer, President and sole shareholder, on behalf of Briarwood.

The scope of this Request List is limited to the assets, liabilities, operations, personnel, contracts, intellectual property, and other matters related to the Acquired Business — that is, the CleanLeaf home cleaning product line and the PureHaven personal care product line, which together comprise approximately 142 active stock-keeping units ("SKUs") as of the date hereof. Documents and information relating solely to the Commercial Janitorial Services Division of Briarwood (the "Retained Business") may be excluded from responses, unless such documents or information relate to shared services, shared contracts, shared assets, shared personnel, intercompany arrangements, or other matters that will require separation, allocation, or transition in connection with the proposed transaction. Where shared items exist, the Seller is requested to identify the nature and extent of the sharing arrangement.

The following general instructions apply to all categories and requests set forth herein:

1. Virtual Data Room. All documents responsive to the requests below should be uploaded to the Pemberton Systems virtual data room established for this transaction under Project Code BHE-CleanLeaf-2022. Access credentials for Seller's counsel and representatives will be provided separately by Calderwood & Harkness LLP. Documents should be organized in folders corresponding to the numbered categories below (e.g., "Category I — Corporate and Organizational," "Category II — Financial Information," etc.) and further organized within each category by request number.

2. Format of Documents. Where a request calls for "copies," both executed and/or final versions and any material amendments, supplements, extensions, renewals, waivers, consents, or side letters related thereto should be provided. Documents should be provided in searchable PDF format where possible. Native-format files (e.g., Excel spreadsheets) are preferred for financial data and schedules.

3. Non-Existent or Unavailable Documents. Please indicate affirmatively if any requested document (a) does not exist, (b) is not in the Seller's possession, custody, or control, (c) has been lost or destroyed, or (d) is subject to attorney-client privilege, work product protection, or other confidentiality restrictions that would limit production. For privileged documents, please provide a privilege log with sufficient detail to permit assessment of the claim.

4. Supplemental Requests. This Request List is not intended to be exhaustive. Supplemental requests may follow as the diligence process progresses and as Buyer and its advisors review the materials produced. Buyer expressly reserves the right to submit additional or follow-up requests based on matters identified during the review of materials produced in response to this Request List.

5. Definitions. References to "the Company" or "Briarwood" mean Briarwood Home Essentials, Inc., an Ohio corporation. References to "the Acquired Business" mean the CleanLeaf and PureHaven product lines and all assets, contracts, employees, intellectual property, permits, and operations associated therewith, as contemplated by the LOI. References to "FY" followed by a year designate the fiscal year ended December 31 of such year. References to "YTD 2022" mean the period from January 1, 2022 through the most recent date for which information is available.

6. Advisors. The parties' respective financial and accounting advisors in connection with this transaction are as follows:

• Seller's Financial Advisor: Greystone Hobbs & Co. (Philip Tran, Managing Director)

• Seller's Auditor: Hargrove & Linton, P.C. (Daniel Yee, Engagement Partner)

• Buyer's Financial Advisor: Wavecrest Partners LLC (Steven Marchetti, Lead Managing Director; Lena Kowalski, Vice President)

• Buyer's Accounting/Financial Diligence Advisor: Whitfield Ames LLP (Susan Clearwater, Engagement Partner)

Certain requests below may be addressed jointly by Seller's counsel and Seller's auditor or financial advisor, as appropriate. We respectfully request that responses be coordinated through Caldwell, Pruitt & Shaw LLP to ensure completeness and consistency.

7. Timing. We request that initial document production commence promptly, with a target of providing substantially complete responses within fifteen (15) business days of the date hereof, to the extent practicable. We understand that certain items may require additional time to compile, and we are happy to discuss prioritization and sequencing with Seller's counsel.

CATEGORY I: CORPORATE AND ORGANIZATIONAL

1.1. Certificate of Incorporation (or Articles of Incorporation) of Briarwood Home Essentials, Inc. as filed with the Ohio Secretary of State, together with all amendments, certificates of amendment, restated articles, certificates of correction, and any other filing modifying or supplementing the original articles of incorporation, from the date of original incorporation (believed to be 2004) through the date hereof.

1.2. Current Bylaws of Briarwood Home Essentials, Inc., as amended, restated, or supplemented to date, together with copies of any prior versions of the Bylaws that have been in effect during the past five (5) years and any resolutions or consents adopting such amendments.

1.3. Certificate of Good Standing (or Certificate of Existence) from the Ohio Secretary of State for Briarwood Home Essentials, Inc., dated within thirty (30) days of the date hereof.

1.4. Certificates of qualification, registration, or authorization to do business as a foreign corporation in each state or foreign jurisdiction in which Briarwood is so qualified or registered, together with certificates of good standing (or equivalent certificates of status or compliance) from each such jurisdiction, dated within thirty (30) days of the date hereof. Please also provide a list identifying each jurisdiction in which Briarwood is qualified or registered as a foreign corporation, and any jurisdictions in which Briarwood conducts business but has not so qualified or registered.

1.5. Organizational chart showing Briarwood's current corporate structure, including (a) any subsidiaries (whether wholly owned or partially owned), (b) any affiliated entities, (c) any joint ventures, partnerships, or limited liability companies in which Briarwood holds an interest, and (d) any minority-owned entities or investments. If Briarwood has no subsidiaries or affiliates, please so confirm in writing.

1.6. A list of all current officers and directors of Briarwood Home Essentials, Inc., including each individual's name, title or position, date of appointment or election, and a brief description of his or her principal responsibilities.

1.7. Identification of all shareholders of Briarwood Home Essentials, Inc., including the number and class of shares held by each shareholder and the percentage of total outstanding equity represented by such shares. The LOI identifies Malcolm Greer as the sole shareholder of Briarwood; please confirm this information and provide copies of any shareholders' agreements, voting agreements, subscription agreements, stock purchase agreements, equity incentive plans, option agreements, warrant agreements, or other equity-related instruments currently outstanding or granted within the past five (5) years.

1.8. Copies of all minutes of meetings and written consents in lieu of meetings of the Board of Directors and shareholders of Briarwood for the past five (5) years (or since the date of incorporation in 2004, if more practicable and if earlier minutes exist). To the extent that any such minutes or consents relate to or reference the proposed transaction, the engagement of advisors, or the authorization of officers to negotiate or execute transaction-related documents, such materials should be produced on a priority basis.

1.9. Complete stock ledger, stock transfer records, and copies of all outstanding stock certificates for Briarwood Home Essentials, Inc. If stock certificates have been issued in paper form, please provide copies of both the face and reverse of each certificate.

1.10. Copies of any shareholders' agreement, voting trust agreement, buy-sell agreement, right of first refusal agreement, co-sale agreement, option agreement, anti-dilution agreement, or similar arrangement relating to the equity interests of Briarwood, whether currently in effect or entered into within the past five (5) years.

1.11. Copies of all board resolutions, shareholder resolutions, or written consents authorizing or approving (a) the proposed transaction, (b) the negotiation and execution of the LOI, (c) the engagement of Greystone Hobbs & Co. as financial advisor, (d) the engagement of Caldwell, Pruitt & Shaw LLP as transaction counsel, (e) the engagement of Hargrove & Linton, P.C. in any transaction-related capacity, or (f) any other material action taken in connection with the proposed transaction.

1.12. A list of all "doing business as" (d/b/a) names, trade names, assumed names, and fictitious business names under which Briarwood currently operates or has operated at any time, together with copies of all d/b/a or assumed name filings and certificates from the relevant jurisdictions.

1.13. Copies of all powers of attorney granted by Briarwood Home Essentials, Inc. that are currently in effect, identifying the agent, the scope of authority granted, and the date of execution.

1.14. Confirmation of the registered agent information for Briarwood Home Essentials, Inc. in the State of Ohio. Buyer's records indicate the current registered agent is Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215. Please confirm this information or, if it has changed, provide updated registered agent details. Please also provide registered agent information for any state in which Briarwood is qualified as a foreign corporation.

1.15. Confirmation of Briarwood's federal Employer Identification Number (EIN). The LOI states the EIN as 31-1684239. Please confirm this number and provide a copy of the IRS EIN confirmation letter (Form CP 575 or equivalent) or other evidence of the assigned EIN.

CATEGORY II: FINANCIAL INFORMATION

2.1. Audited financial statements of Briarwood Home Essentials, Inc. for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, including in each case the balance sheet, income statement (statement of operations), statement of cash flows, statement of stockholders' equity, and all notes to the financial statements, together with the independent auditor's report thereon, as prepared or audited by Hargrove & Linton, P.C. (Daniel Yee, Engagement Partner). If any of the foregoing financial statements were prepared on a reviewed or compiled (rather than audited) basis, please so indicate and provide the applicable accountant's report.

2.2. Unaudited interim financial statements of Briarwood Home Essentials, Inc. for (a) the three-month period ended March 31, 2022 and (b) the most recent monthly or quarterly period for which such statements are available (which, if available, would include the five-month period ended May 31, 2022), including in each case the balance sheet, income statement, and statement of cash flows, together with any management commentary or variance analysis. Please indicate whether such interim statements have been reviewed by Hargrove & Linton, P.C. or have been prepared solely by management.

2.3. Segment-level, divisional, or product-line financial statements or management reports that isolate the financial performance of the Acquired Business (i.e., the CleanLeaf and PureHaven product lines) from the financial performance of the Retained Business (i.e., the Commercial Janitorial Services Division) for each of FY2019, FY2020, and FY2021, and for YTD 2022 if available. Such reports should include, at a minimum, revenue, cost of goods sold (or cost of revenue), gross profit and gross margin, selling, general and administrative expenses, operating income (or loss), depreciation and amortization, and EBITDA (earnings before interest, taxes, depreciation, and amortization). The Seller has represented in connection with the LOI that FY2021 product-line revenue attributable to the Acquired Business was approximately $68,000,000 and FY2021 product-line EBITDA attributable to the Acquired Business was approximately $11,200,000. Please provide the supporting detail, underlying assumptions, and reconciliation of these figures to the consolidated audited financial statements for FY2021.

2.4. Revenue breakdown for the Acquired Business for each of FY2019, FY2020, and FY2021 (and YTD 2022 if available), disaggregated by (a) product line (CleanLeaf versus PureHaven), (b) individual SKU (there are understood to be approximately 142 active SKUs), and (c) customer. Where practicable, please also provide revenue by distribution channel (e.g., retail, e-commerce, wholesale, direct-to-consumer) and by geography.

2.5. Detailed aging schedule of accounts receivable attributable to the Acquired Business as of the most recent available date (targeted at June 30, 2022, or the closest available period-end), broken down by customer, by invoice age (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and over 90 days past due), and including any allowance for doubtful accounts or bad debt reserves. The aggregate accounts receivable balance attributable to the Acquired Business has been estimated at approximately $9,700,000; please provide the current detail supporting this estimate, including a description of the methodology used to calculate the allowance for doubtful accounts and a history of actual write-offs for FY2019, FY2020, and FY2021.

2.6. Detailed inventory listing for the Acquired Business as of the most recent available date (targeted at June 30, 2022, or the closest available period-end), including the following information: (a) breakdown by inventory category (raw materials, work-in-process, and finished goods); (b) breakdown by individual SKU; (c) breakdown by location (Marysville manufacturing facility and West Jefferson distribution center); (d) the cost basis for each item and the valuation methodology used (e.g., FIFO, LIFO, weighted average cost, standard cost); (e) any reserves for inventory obsolescence, slow-moving inventory, or excess inventory; and (f) any inventory subject to consignment arrangements or held at third-party locations. The aggregate book value of inventory attributable to the Acquired Business has been estimated at approximately $14,300,000. Please provide the supporting detail for this estimate, together with a schedule of inventory write-downs or write-offs for FY2019, FY2020, and FY2021, and a description of Briarwood's policies regarding cycle counts, physical inventory counts, and inventory valuation adjustments.

2.7. Schedule of trade payables and accrued liabilities attributable to the Acquired Business as of the most recent available date (targeted at June 30, 2022), including an aging analysis by vendor and a description of any material disputed payables. Trade payables attributable to the Acquired Business have been estimated at approximately $4,200,000. Please provide the current detail supporting this estimate.

2.8. Schedule of product warranty obligations and accruals for the Acquired Business as of the most recent available date, including a description of the warranty terms applicable to CleanLeaf and PureHaven products, the methodology used to calculate warranty reserves, a history of warranty claims and actual warranty expenditures for FY2019, FY2020, and FY2021, and the current estimated warranty accrual balance (estimated at approximately $620,000).

2.9. Capital expenditure budgets and actual capital expenditures for the Acquired Business for each of FY2020, FY2021, and YTD 2022, broken down by major project or asset category (e.g., manufacturing equipment, facility improvements, IT systems, packaging equipment, vehicles), and identifying any capital expenditures that have been deferred or delayed and any maintenance capital expenditure requirements.

2.10. Annual operating budgets, business plans, financial projections, and forecasts for the Acquired Business for FY2022 and FY2023, if available, including the key assumptions underlying such projections. Please also provide any long-range plans, strategic plans, or five-year financial models that have been prepared for the Acquired Business.

2.11. A description of all significant accounting policies applied by Briarwood in preparing its financial statements, including (without limitation) policies related to (a) revenue recognition (including timing, method, and treatment of returns, allowances, and rebates), (b) inventory valuation methodology (FIFO, LIFO, weighted average, or other), (c) depreciation methods and useful lives for property, plant, and equipment, (d) amortization methods for intangible assets, (e) capitalization policies (minimum threshold for capitalization of assets), and (f) any recent changes in accounting policies, estimates, or principles, including the nature of the change, the reason therefor, and the financial impact.

2.12. A schedule of all intercompany transactions, shared cost allocations, management fees, overhead allocations, or transfer pricing arrangements between the Acquired Business and the Retained Business (the Commercial Janitorial Services Division) or any other Briarwood division, affiliate, or related party, for each of FY2019, FY2020, FY2021, and YTD 2022. This schedule should identify the nature of each transaction or allocation, the dollar amount, the allocation methodology or pricing basis, and the extent to which such arrangements will need to be unwound, replaced, or transitioned in connection with the proposed transaction.

2.13. Copies of all management letters, internal audit reports, communications from Hargrove & Linton, P.C. or any predecessor auditor, or communications from any other accountant or consultant regarding Briarwood's internal controls, accounting practices, financial reporting, or management processes, for the past three (3) years. This includes any material weakness or significant deficiency letters, management representation letters, and management's responses thereto.

2.14. Copies of all federal income tax returns (IRS Form 1120 or applicable form, together with all schedules and attachments) filed by Briarwood Home Essentials, Inc. for FY2019, FY2020, and FY2021, and all state income and franchise tax returns for all states in which Briarwood files for the same periods. Please also provide copies of any extensions filed and all correspondence with the Internal Revenue Service, the Ohio Department of Taxation, or any other state or local taxing authority regarding audits, examinations, assessments, deficiency notices, requests for information, or disputes for the past five (5) years.

2.15. A schedule of any tax liens (federal, state, or local) filed against Briarwood or its property, any delinquent tax obligations, and any pending or threatened tax disputes, assessments, or controversies.

2.16. Copies of all sales tax permits, sales tax registrations, and certificates of authority for the collection and remittance of sales and use tax in each jurisdiction in which the Acquired Business collects or remits sales tax, together with a list of all such jurisdictions and copies of sales and use tax returns filed for the most recent four (4) quarterly periods.

CATEGORY III: MATERIAL CONTRACTS

3.1. Copies of all customer contracts, purchase orders, master supply agreements, sales agreements, distribution agreements, private label agreements, and other agreements pursuant to which Briarwood sells or distributes products of the Acquired Business to its customers, including the twenty-three (23) customer contracts identified in preliminary discussions as being assigned in connection with the proposed transaction. For each such contract, please identify (a) the counterparty name and contact information, (b) the date of execution, (c) the term and expiration date, (d) renewal provisions (automatic renewal, option to renew, etc.), (e) pricing and payment terms, (f) minimum purchase or volume commitments, (g) whether the contract contains a change-of-control provision, assignment consent requirement, anti-assignment clause, or termination-upon-change-of-control right, and (h) any notice requirements applicable to assignment or change of control. Seven (7) of the twenty-three (23) customer contracts have been preliminarily identified as containing change-of-control, consent-to-assignment, or anti-assignment provisions. Please confirm this number and specifically identify each such contract.

3.2. A list of the ten (10) largest customers of the Acquired Business by revenue for FY2021, with the revenue attributable to each such customer, the percentage of total Acquired Business revenue represented by each, the length of the customer relationship, and a summary of the contractual arrangements (if any) with each. If customer concentration data for FY2019 and FY2020 is readily available, please provide that as well.

3.3. Copies of all supplier contracts, vendor agreements, purchase agreements, supply agreements, raw material supply agreements, and other agreements pursuant to which Briarwood purchases raw materials, packaging materials, components, or other goods or services used in the manufacture or sale of CleanLeaf and PureHaven products. This includes, without limitation, supply agreements for the proprietary formulation ingredients, surfactants, fragrances, essential oils, packaging substrates, and other key raw materials used in CleanLeaf and PureHaven product formulations.

3.4. A list of the ten (10) largest suppliers and vendors of the Acquired Business by total spend for FY2021, with the dollar amount spent with each such supplier, the nature of the goods or services supplied, and a summary of the contractual arrangements (if any) with each. If supplier concentration data for FY2019 and FY2020 is readily available, please provide that as well.

3.5. Copies of all distribution, logistics, freight, transportation, warehousing, fulfillment, and third-party logistics (3PL) agreements related to the Acquired Business.

3.6. Copies of all manufacturing, co-manufacturing, co-packing, toll manufacturing, contract manufacturing, and private label manufacturing agreements pursuant to which any products of the Acquired Business are manufactured, processed, packed, or labeled by third parties, or pursuant to which Briarwood performs any such services for third parties.

3.7. Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, collaboration agreements, or similar arrangements to which Briarwood is a party in connection with the Acquired Business.

3.8. Copies of all agency agreements, broker agreements, sales representative agreements, commission agreements, and independent sales organization agreements related to the Acquired Business, including the identity of each agent, broker, or representative, the territory covered, the applicable commission rate or compensation structure, and the term and termination provisions.

3.9. Copies of all contracts with any governmental entity (federal, state, or local), including any contracts to supply products to government agencies, military commissaries, or government-affiliated institutions.

3.10. Copies of all contracts involving aggregate payments or commitments in excess of $100,000 per year related to the Acquired Business not otherwise captured by the foregoing requests, including (without limitation) equipment leases, software licenses, IT services agreements, marketing and advertising agreements, consulting agreements, and professional services agreements.

3.11. A list and copies of any contracts related to the Acquired Business that are not terminable by Briarwood upon ninety (90) days' notice or less without penalty, premium, early termination fee, or other adverse consequence.

3.12. Copies of any guaranty, surety, indemnification, letter of credit, performance bond, or similar agreements entered into by Briarwood in connection with the Acquired Business, or by any third party for the benefit of Briarwood in connection with the Acquired Business.

3.13. Copies of any contracts related to the Acquired Business that contain (a) most-favored-nation pricing provisions, (b) exclusivity or sole-source provisions, (c) non-compete or non-solicitation covenants binding on Briarwood, (d) requirements or output commitments, (e) take-or-pay provisions, or (f) other material restrictive provisions that would bind the Buyer following the closing.

3.14. All amendments, modifications, supplements, extensions, renewals, waivers, consents, and side letters related to any of the contracts identified in responses to items 3.1 through 3.13 above.

CATEGORY IV: REAL PROPERTY AND LEASES

4.1. A complete copy of the lease agreement (and all amendments, extensions, renewals, supplements, and side letters thereto) for the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040, leased from Buckeye Industrial Properties LLC. Please provide the current rent schedule (base rent and any additional rent, CAM charges, or operating expense pass-throughs), the remaining term of the lease, all renewal and extension options, any purchase options, any assignment or subletting restrictions or requirements for landlord consent, and any co-tenancy or exclusive use provisions. Please also identify any security deposit, letter of credit, or other credit support posted in connection with this lease.

4.2. Identification of the landlord contact for Buckeye Industrial Properties LLC, including the current mailing address (believed to be 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215), telephone number, and the name and title of the individual authorized to consent to assignment or other lease modifications. Please also provide copies of any prior correspondence between Briarwood and Buckeye Industrial Properties LLC regarding the proposed assignment of the Marysville lease, any preliminary discussions regarding landlord consent, and any estoppel certificates previously delivered.

4.3. The deed of conveyance (warranty deed, special warranty deed, or quit claim deed) by which Briarwood acquired the warehouse and distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162, together with the owner's title insurance policy issued in connection with such acquisition, the ALTA survey obtained in connection with such acquisition, and any subsequent surveys, boundary surveys, or topographic surveys. This property is understood to be owned by Briarwood in fee simple and is intended to be included among the Acquired Assets.

4.4. All title reports, title search results, title opinions, or title commitments obtained by Briarwood with respect to the West Jefferson distribution center or any other owned real property associated with the Acquired Business, including any exceptions, requirements, or objections noted therein.

4.5. Copies of all mortgages, deeds of trust, security interests, liens, UCC financing statements, mechanics' liens, judgment liens, tax liens, or other encumbrances affecting owned or leased real property used in the Acquired Business, together with related loan documents, promissory notes, and security agreements.

4.6. Copies of all real property tax bills, tax assessments, and records of real property tax payments for the past three (3) years for both (a) the Marysville manufacturing facility (2800 Industrial Parkway, Marysville, OH 43040) and (b) the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162). Please identify any pending tax appeals, assessment challenges, or abatement applications.

4.7. Copies of all zoning certifications, zoning approvals, conditional use permits, special use permits, variances, land use permits, certificates of occupancy, temporary certificates of occupancy, building permits, and fire inspection certificates for both the Marysville and West Jefferson facilities.

4.8. Copies of all notices of violations, citations, orders to comply, or pending zoning, building code, fire code, or land use proceedings affecting either the Marysville or West Jefferson facility, and a description of the current status and resolution of any such matters.

4.9. All capital improvement records, maintenance logs, inspection reports, structural assessments, roof condition reports, HVAC inspection records, elevator inspection records, and facility condition reports or assessments for both the Marysville and West Jefferson facilities.

4.10. Copies of all easements, licenses, rights of way, shared access agreements, reciprocal easement agreements, or other agreements granting third parties access to, or rights in, any real property used in the Acquired Business. Please also identify any encroachments, boundary disputes, or adverse possession claims of which Briarwood is aware.

4.11. Copies of all subleases, licenses to use, occupancy agreements, or other arrangements pursuant to which any portion of either the Marysville or West Jefferson facility is occupied or used by a third party.

4.12. A list of all other real property owned, leased, licensed, or used by the Acquired Business (including any satellite offices, field offices, showrooms, temporary storage locations, or third-party warehouses) not described above, with the address, nature of occupancy (owned, leased, or licensed), and the applicable lease or license terms.

CATEGORY V: INTELLECTUAL PROPERTY

5.1. A comprehensive schedule of all registered trademarks, service marks, and trade dress (both federal and state registrations) owned by or registered in the name of Briarwood Home Essentials, Inc. and related to the Acquired Business, including (without limitation) the "CleanLeaf" and "PureHaven" marks and any associated logos, taglines, slogans, and design marks. For each registration, please provide the registration number, application number (if different), filing date, registration date, next renewal date, the class(es) of goods or services covered, and the jurisdiction(s) of registration. Please include copies of all registration certificates, pending applications, statements of use, declarations of continued use (Section 8 affidavits), declarations of incontestability (Section 15 affidavits), and renewal applications. Please also identify any intent-to-use applications or applications in any stage of prosecution.

5.2. A complete schedule of all domain names owned, registered, or controlled by Briarwood that are related to the Acquired Business, including (without limitation) all domain names incorporating or derived from the "CleanLeaf" and "PureHaven" names, together with the registrar, registration date, expiration date, and the name of the registrant of record.

5.3. Copies of all trademark license agreements, brand license agreements, and co-branding agreements related to the CleanLeaf and PureHaven brands, whether Briarwood is the licensor or the licensee, including the identity of the counterparty, the scope of the license, the territory, royalty or license fee terms, the term and termination provisions, and any quality control provisions.

5.4. A schedule of all patents and patent applications (utility, design, plant, provisional, and non-provisional) related to the Acquired Business, including any patents or applications covering product formulations, manufacturing processes, packaging designs, dispensing mechanisms, or any other inventions or innovations used in the CleanLeaf and PureHaven product lines. For each patent or application, please provide the patent or application number, filing date, issue date (if issued), expiration date, the named inventor(s), and a brief description of the subject matter.

5.5. A description of all trade secrets, proprietary formulations, know-how, proprietary processes, and other confidential business information related to the CleanLeaf and PureHaven product lines, including (a) the nature of the information, (b) the individuals with access to such information, (c) the measures taken to protect the confidentiality of such information (e.g., access controls, password protection, restricted distribution), and (d) whether any of such information has been disclosed to third parties and, if so, under what circumstances and pursuant to what contractual protections.

5.6. Copies of all confidentiality agreements, non-disclosure agreements, proprietary information agreements, and invention assignment agreements entered into with employees, independent contractors, consultants, co-manufacturers, suppliers, or other third parties in connection with the intellectual property of the Acquired Business.

5.7. A schedule of all copyrights and copyright registrations (federal) related to the Acquired Business, including copyrights in product labels, packaging designs, marketing materials, photography, advertising copy, website content, instructional materials, and other creative works. For each registration, please provide the registration number, registration date, the title of the work, and the author or claimant.

5.8. A description of all intellectual property-related litigation, opposition proceedings, cancellation proceedings, inter partes review proceedings, domain name disputes (including UDRP proceedings), or cease-and-desist letters (whether sent or received) in the last five (5) years involving any intellectual property of the Acquired Business. For each such matter, please identify the parties involved, the intellectual property at issue, the forum, the current status, and the resolution or outcome (if resolved).

5.9. Copies of all agreements containing intellectual property-related indemnification, warranties, or representations made by Briarwood to third parties or by third parties to Briarwood in connection with the Acquired Business, including indemnification for IP infringement claims.

5.10. Copies of any insurance policies specifically covering intellectual property risks, including any IP infringement defense insurance, patent infringement insurance, or media liability insurance.

5.11. A list of all social media accounts and handles associated with the CleanLeaf and PureHaven brands, including accounts on Kestrel Services Inc., Northpoint Services Inc., Fenmore Solutions, Dunmore & Co., Pinterest, Crowne Albany Partners LLC, Westmark Health IT, and any other social media platforms, together with the current follower/subscriber counts and the identity of the individuals or agencies with administrative access to each account.

CATEGORY VI: EMPLOYMENT AND BENEFITS

6.1. A complete list of all employees currently employed in connection with the Acquired Business (anticipated at approximately 186 transferring employees), including the following information for each employee: (a) full legal name, (b) title or position, (c) department or functional area, (d) primary work location (Marysville manufacturing facility or West Jefferson distribution center), (e) date of hire, (f) full-time or part-time status, (g) exempt or non-exempt classification under the Fair Labor Standards Act and applicable state wage-and-hour laws, (h) current annual salary or hourly rate of pay, (i) target bonus or incentive compensation (if applicable), (j) most recent actual bonus or incentive payment, (k) reporting relationship (direct supervisor), and (l) any employees currently on leave of absence (FMLA, disability, military, personal, or otherwise), including the type of leave and expected return date. This information may be provided in spreadsheet format.

6.2. Copies of all employment agreements, executive employment agreements, offer letters, employment contracts, letter agreements, and other written agreements evidencing or governing the terms of employment for employees of the Acquired Business. Please identify any at-will employees for whom no written employment agreement or offer letter exists.

6.3. Copies of all independent contractor agreements, consulting agreements, freelance agreements, and staffing agency agreements related to the Acquired Business, together with a list of all individuals currently providing services to the Acquired Business as independent contractors, consultants, or temporary workers, including the nature of the services provided, the compensation arrangement, and the anticipated duration of the engagement.

6.4. Copies of all employee handbooks, personnel policies, codes of conduct, workplace rules, and policy manuals currently applicable to employees of the Acquired Business, including any supplements or amendments issued within the past three (3) years.

6.5. A description of all employee benefit plans (including health insurance, dental insurance, vision insurance, life insurance, accidental death and dismemberment insurance, short-term disability insurance, long-term disability insurance, flexible spending accounts, health savings accounts, and employee assistance programs) offered to employees of the Acquired Business, together with copies of (a) the plan documents (including all amendments), (b) summary plan descriptions ("SPDs") and summaries of material modifications ("SMMs"), (c) the most recent IRS Form 5500 annual reports filed for each plan, (d) insurance contracts or policies, (e) administrative services agreements, and (f) the most recent premium rate schedules or cost summaries.

6.6. A description of any 401(k) plan, profit-sharing plan, money purchase pension plan, employee stock ownership plan ("ESOP"), or other defined contribution retirement plan in which employees of the Acquired Business are eligible to participate, together with copies of (a) the plan document (including all amendments and restatements), (b) the trust agreement, (c) the most recent IRS Form 5500 (with all schedules and attachments), (d) the most recent IRS determination letter or advisory/opinion letter, (e) the most recent ADP/ACP and other nondiscrimination testing results, (f) the most recent annual compliance report, and (g) the summary plan description.

6.7. A description of any defined benefit pension plan, cash balance plan, or post-retirement benefit obligation (retiree medical, retiree life insurance, or similar) sponsored by Briarwood in which any current or former employee of the Acquired Business participates or is eligible to participate, together with copies of the plan documents, the most recent actuarial valuation report, the most recent PBGC premium filing, and any funded status reports.

6.8. A description of all bonus plans, incentive compensation plans, commission plans, profit-sharing arrangements, phantom equity plans, stock appreciation rights plans, equity-based compensation plans, and similar compensation arrangements applicable to employees of the Acquired Business, together with copies of the plan documents and a schedule of any accrued but unpaid bonuses, commissions, or incentive awards, and any awards that would vest, accelerate, or become payable as a result of the proposed transaction.

6.9. Copies of all severance agreements, change-of-control agreements, retention agreements, stay-bonus arrangements, and similar agreements with employees of the Acquired Business, including any agreements that would be triggered by the proposed transaction, and a schedule of the estimated severance or change-of-control payment obligations under each such agreement.

6.10. Copies of all collective bargaining agreements, union contracts, and labor agreements applicable to employees of the Acquired Business. Please also identify (a) any current union representation among Acquired Business employees, (b) any pending or threatened union organizing activity, representation petitions, or card check campaigns, and (c) any pending or recent proceedings before the National Labor Relations Board ("NLRB") or any state labor relations board.

6.11. Copies of OSHA Form 300 logs (Log of Work-Related Injuries and Illnesses) and OSHA Form 300A summaries for the past three (3) years for both the Marysville and West Jefferson facilities. Please also provide a summary of all workers' compensation claims filed by employees of the Acquired Business during the past three (3) years, including the nature of each claim, the amounts paid or reserved, and the current status.

6.12. A summary of any pending or threatened employment-related claims, charges, lawsuits, or investigations involving employees or former employees of the Acquired Business, including (without limitation) claims of discrimination, harassment, retaliation, wrongful termination, wage-and-hour violations (including overtime, minimum wage, or misclassification claims), breach of employment agreement, unfair labor practices, and whistleblower or qui tam complaints. For each such matter, please identify the claimant, the nature of the claim, the forum, the current status, and the estimated exposure.

6.13. A WARN Act analysis, including (a) a description of any plant closings, mass layoffs, or reductions in force affecting the Marysville or West Jefferson facilities (or any other facility of the Acquired Business) within the past two (2) years, and (b) any planned or contemplated plant closings, layoffs, or reductions in force. Please also provide any WARN Act notices issued during the past two (2) years.

6.14. A list of all employees of the Acquired Business who hold nonimmigrant work visas (including H-1B, L-1, TN, E-1, E-2, or O-1 visas) or who are in the process of obtaining lawful permanent resident status (green card), together with copies of the relevant immigration petitions, approval notices, and labor condition applications. Please also provide a summary of Briarwood's I-9 compliance practices and the results of any internal or government I-9 audits.

6.15. A description of all written or informal policies regarding paid time off, vacation, sick leave, personal leave, bereavement leave, and holiday pay applicable to employees of the Acquired Business, together with a schedule of accrued but unused vacation, PTO, and sick leave balances for all Acquired Business employees as of the most recent payroll period, and a description of the Company's policies regarding payout of accrued but unused balances upon termination of employment or transfer.

CATEGORY VII: ENVIRONMENTAL

7.1. Copies of all Phase I Environmental Site Assessments and Phase II Environmental Site Assessments (including any subsurface investigations, soil sampling reports, groundwater sampling reports, and remediation studies) conducted at the Marysville manufacturing facility (2800 Industrial Parkway, Marysville, OH 43040) and the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162), whether conducted by Briarwood, by a prior owner or operator, or by a third party on behalf of a lender, landlord, or other party. Please note that Buyer is separately engaging Terrapoint Environmental Group, Inc. (Keith Novak, Project Manager) to perform an independent Phase I Environmental Site Assessment of the Marysville facility; however, Buyer requests that all existing assessments be made available for review by Buyer's environmental consultant.

7.2. Copies of all environmental permits, licenses, registrations, approvals, and authorizations held by Briarwood in connection with the Acquired Business or either facility, including (without limitation) (a) air quality permits (Title V permits, minor source permits, state air permits), (b) wastewater discharge permits (NPDES permits, pretreatment permits, industrial user permits), (c) stormwater discharge permits (SWPPP), (d) hazardous waste generator permits (EPA ID numbers, state hazardous waste permits), (e) toxic substance registrations, and (f) any other environmental permits required for the operation of the Acquired Business.

7.3. Copies of all environmental compliance audit reports, environmental management system certifications (e.g., ISO 14001), environmental inspection reports (whether conducted by company personnel, third-party consultants, or government inspectors), and self-assessment reports for the past five (5) years for both the Marysville and West Jefferson facilities.

7.4. Copies of all correspondence, notices, requests for information, information requests pursuant to Section 104(e) of CERCLA, and other communications with the United States Environmental Protection Agency ("EPA"), the Ohio Environmental Protection Agency ("Ohio EPA"), or any other federal, state, or local environmental regulatory agency regarding the Acquired Business, either facility, or any Briarwood operations, for the past five (5) years.

7.5. Records of any spills, releases, discharges, or other reportable events involving hazardous materials, hazardous substances, hazardous waste, petroleum products, or other regulated substances at either the Marysville or West Jefferson facility, including (a) spill reports filed with governmental agencies, (b) release notifications, (c) emergency response actions, and (d) any remediation or cleanup activities undertaken.

7.6. Copies of all hazardous waste manifests, disposal records, recycling records, and transporter/treatment/storage/disposal facility ("TSDF") documentation for the past five (5) years, for both the Marysville and West Jefferson facilities.

7.7. Copies of all Material Safety Data Sheets ("MSDS") or Safety Data Sheets ("SDS") for all chemicals, hazardous materials, and hazardous substances used, stored, handled, or generated in the manufacturing of CleanLeaf and PureHaven products at the Marysville facility, together with a chemical inventory list.

7.8. Records of all underground storage tanks ("USTs"), above-ground storage tanks ("ASTs"), or other storage vessels (including chemical storage tanks, process tanks, and bulk storage containers) at either the Marysville or West Jefferson facility, including registration records, installation dates, closure records, integrity testing reports, and leak detection monitoring records.

7.9. Copies of any notices of violation ("NOVs"), consent orders, administrative orders, compliance orders, cleanup orders, unilateral administrative orders, consent decrees, remediation agreements, or voluntary cleanup program agreements related to either the Marysville or West Jefferson facility or any other property or operation of the Acquired Business, together with a description of the current status of compliance with each.

7.10. Copies of any environmental indemnification agreements, environmental insurance policies (including pollution legal liability policies, remediation cost cap policies, or environmental impairment liability policies), or environmental escrow arrangements related to the Acquired Business or either facility.

7.11. A description of all waste streams generated by the Acquired Business at both the Marysville and West Jefferson facilities, including (a) the types and classifications of waste generated (hazardous, non-hazardous, universal, recyclable), (b) approximate annual volumes, (c) disposal methods and disposal facilities used, and (d) any waste minimization or pollution prevention programs in place.

CATEGORY VIII: LITIGATION AND REGULATORY

8.1. A schedule of all pending litigation, arbitration, mediation, administrative proceedings, governmental investigations, or other adversarial proceedings involving Briarwood or the Acquired Business, including for each matter: (a) the case caption and docket or case number, (b) the court, tribunal, or forum, (c) the date filed or initiated, (d) a brief description of the claims and relief sought, (e) the current status, (f) the estimated exposure or range of potential loss, and (g) the identity of counsel representing Briarwood.

8.2. A schedule of all threatened litigation, pre-litigation demand letters, or potential claims received in the past five (5) years related to the Acquired Business that have not resulted in the filing of a formal action, including a description of the nature of the claim, the claimant, and the current status.

8.3. A schedule of all litigation, arbitration, or other adversarial proceedings that have been settled, dismissed, resolved, or otherwise concluded in the past five (5) years related to the Acquired Business, including for each matter: (a) a description of the claims, (b) the settlement amount or terms (or the basis for dismissal), and (c) whether the settlement includes any ongoing obligations (such as injunctive relief, product modifications, or monitoring requirements).

8.4. A schedule of all product liability claims, product recall events, product safety complaints, consumer complaints, and adverse event reports related to the CleanLeaf and PureHaven product lines in the past five (5) years, including (a) a description of each claim or event, (b) the product(s) involved, (c) the alleged injury or harm, (d) the current status or resolution, and (e) any claims currently pending. Please also describe any voluntary or mandatory product recalls, market withdrawals, or safety alerts issued by Briarwood for CleanLeaf or PureHaven products.

8.5. Copies of all consent decrees, settlement agreements, assurances of voluntary compliance, injunctions, court orders, and regulatory orders to which Briarwood or the Acquired Business is a party or subject, together with a description of the ongoing compliance obligations under each.

8.6. Copies of all regulatory filings, registrations, approvals, clearances, and notifications required for the manufacture, distribution, labeling, and sale of CleanLeaf and PureHaven products, including (without limitation) (a) EPA registrations under FIFRA (if any products make antimicrobial, disinfectant, or pesticidal claims), (b) FDA facility registrations and cosmetic product listings (if any PureHaven personal care products are regulated as cosmetics under the FDCA), (c) FDA OTC drug registrations and Drug Establishment Registrations (if any products are regulated as over-the-counter drugs), (d) state product registrations (e.g., California Proposition 65 compliance, individual state pesticide registrations), and (e) any other federal, state, or local regulatory filings. Please identify any gaps in required filings or any filings that are overdue or pending.

8.7. Copies of all correspondence with federal and state regulatory agencies — including the EPA, FDA, FTC, Consumer Product Safety Commission ("CPSC"), state attorneys general, and any other regulatory bodies — regarding the Acquired Business or its products in the past five (5) years, including warning letters, untitled letters, civil investigative demands, subpoenas, and requests for information.

8.8. Copies of all product labeling review materials, advertising substantiation files, and marketing compliance review records for CleanLeaf and PureHaven products, including any inquiries, challenges, or proceedings initiated by the FTC, any state attorney general, the National Advertising Division ("NAD") of BBB National Programs, or any other self-regulatory body related to product claims. In particular, please provide documentation supporting any "eco-friendly," "natural," "organic," "plant-based," "biodegradable," "non-toxic," or similar claims made on CleanLeaf or PureHaven product labels, packaging, or advertising.

8.9. A schedule of all governmental licenses, permits, registrations, and approvals (other than environmental permits covered in Category VII) required for the operation of the Acquired Business, including business licenses, manufacturing licenses, professional licenses, and any industry-specific permits.

8.10. Confirmation that no filing is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the proposed transaction, including an analysis of the applicable transaction value and size-of-person thresholds. If an HSR filing is or may be required, please so indicate and provide the relevant data supporting such conclusion.

CATEGORY IX: INSURANCE

9.1. A schedule of all insurance policies maintained by Briarwood Home Essentials, Inc. that provide coverage for the Acquired Business, its operations, its assets, or its employees, including for each policy the following information: (a) insurance carrier name, (b) policy number, (c) type of coverage (e.g., commercial general liability, product liability, property, business interruption, directors and officers liability, errors and omissions, umbrella/excess liability, commercial automobile, workers' compensation, employers' liability, employment practices liability, crime/fidelity, cyber liability/network security), (d) policy period (inception and expiration dates), (e) limits of liability (per occurrence and aggregate), (f) deductibles, self-insured retentions, or co-insurance amounts, (g) annual premium, and (h) the named insured(s) and any additional insured endorsements.

9.2. Copies of all current insurance policies listed in item 9.1, together with all binders, declarations pages, endorsements, riders, certificates of insurance, and evidence of insurance. If policies have been placed through a broker, please identify the broker and provide the broker's contact information.

9.3. A loss history and claims experience report for the past five (5) years across all insurance policy types, including the date of each claim, the nature of the claim, the amounts paid, amounts reserved, and the current status of each claim. If available, please provide the broker-prepared loss run reports from each carrier.

9.4. Copies of any pending insurance claims related to the Acquired Business, including the claim number, date of loss, description of the claim, the carrier handling the claim, the current status, and the amounts paid and reserved.

9.5. Copies of all insurance-related correspondence regarding coverage disputes, reservations of rights, coverage denials, declination letters, or rescission notices received in the past five (5) years.

9.6. A description of any self-insurance arrangements, captive insurance programs, risk retention group memberships, or large deductible or self-insured retention programs maintained by Briarwood in connection with the Acquired Business, together with any actuarial studies, reserve analyses, or funding assessments related thereto.

9.7. Copies of all certificates of insurance provided by Briarwood to customers, suppliers, landlords, or other third parties, and copies of all certificates of insurance received from contractors, subcontractors, vendors, or other third parties naming Briarwood as an additional insured.

CATEGORY X: TAX

10.1. Copies of all federal income tax returns (IRS Form 1120 or applicable form, including all schedules, statements, elections, and attachments) filed by Briarwood Home Essentials, Inc. for FY2019, FY2020, and FY2021. (Cross-reference with Category II, item 2.14; to the extent these have been produced in response to item 2.14, a cross-reference notation in the data room is sufficient.)

10.2. Copies of all state income tax returns, franchise tax returns, and business privilege tax returns for all states in which Briarwood files such returns for FY2019, FY2020, and FY2021, together with a list identifying each state in which Briarwood is currently filing or has filed income, franchise, or privilege tax returns.

10.3. Copies of all sales and use tax returns filed by Briarwood for FY2019, FY2020, and FY2021 for all jurisdictions in which the Acquired Business collects or remits sales or use tax, together with a nexus analysis or study identifying the jurisdictions in which Briarwood has or may have sales tax collection obligations.

10.4. Copies of all payroll tax filings, including IRS Forms 941 (Employer's Quarterly Federal Tax Return), annual W-2 wage and tax statement summaries, IRS Forms 940 (Employer's Annual Federal Unemployment Tax Return), and state payroll tax equivalents, for FY2020 and FY2021.

10.5. Copies of any IRS audit or examination reports, revenue agent's reports, thirty-day letters, ninety-day letters (notices of deficiency), state audit reports, or closing agreements received by Briarwood in the past five (5) years, together with all related correspondence, protests, appeals, and settlement documentation.

10.6. A schedule and description of any pending or threatened tax audits, examinations, assessments, deficiency notices, proposed adjustments, refund claims, or other tax controversies at the federal, state, or local level.

10.7. Copies of any tax sharing agreements, tax allocation agreements, tax indemnification agreements, or tax receivable agreements to which Briarwood is a party.

10.8. A description of any tax credits, tax incentives, tax abatements, enterprise zone designations, tax increment financing arrangements, or other special tax arrangements received by Briarwood or the Acquired Business, including any Ohio state or local incentives related to the Marysville manufacturing facility or the West Jefferson distribution center. Please provide copies of any incentive agreements, grant agreements, or award letters, and identify any clawback provisions, recapture requirements, or compliance conditions.

10.9. Copies of any transfer pricing studies, transfer pricing reports, or advance pricing agreements related to intercompany or related-party transactions involving the Acquired Business.

10.10. A schedule of all federal and state tax elections made by Briarwood Home Essentials, Inc. in the past five (5) years, including (without limitation) elections related to entity classification, depreciation methods, accounting methods, and any elections under Sections 338, 336(e), or 1060 of the Internal Revenue Code.

10.11. Copies of all property tax returns, property tax assessments, property tax bills, and records of property tax payments for the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162) for the past three (3) tax years. (Cross-reference with Category IV, item 4.6; to the extent these have been produced in response to item 4.6, a cross-reference notation in the data room is sufficient.)

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
DUE DILIGENCE REQUEST LIST
Proposed Acquisition of the CleanLeaf and PureHaven Product Lines of Briarwood Home Essentials, Inc. by Meridian Consumer Brands LLC
June 14, 2022
Matter No.: 1011-00005
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
Sandra Tung, Responsible Partner Andrew Fitzpatrick, Lead Associate Naomi Petersen, Working Associate
Sent to:
Caldwell, Pruitt & Shaw LLP 41 South High Street, Suite 2800 Columbus, OH 43215
Attention: Rachel Underwood, Partner
David Soo, Associate
On behalf of:
Briarwood Home Essentials, Inc. ("Seller" or "Briarwood" or "BHE") 1175 Creekside Drive, Suite 400 Columbus, OH 43215
Prepared at the direction of our client:
Meridian Consumer Brands LLC ("Buyer" or "Meridian") 440 Park Avenue South, 18th Floor New York, NY 10016
INTRODUCTORY INSTRUCTIONS AND PRELIMINARY NOTES
This Due Diligence Request List (this "Request List") is submitted by Calderwood & Harkness LLP, counsel to Meridian Consumer Brands LLC ("Buyer" or "Meridian"), in connection with the proposed asset purchase of the consumer product lines operated under the "CleanLeaf" and "PureHaven" brand names (collectively, the "Acquired Business") from Briarwood Home Essentials, Inc. ("Seller" or "Briarwood" or "BHE"). This Request List is submitted pursuant to, and in furtherance of, the Letter of Intent dated March 28, 2022 (the "LOI"), as executed by Gareth Holloway, Chief Executive Officer, on behalf of Meridian and by Malcolm Greer, President and sole shareholder, on behalf of Briarwood.
The scope of this Request List is limited to the assets, liabilities, operations, personnel, contracts, intellectual property, and other matters related to the Acquired Business — that is, the CleanLeaf home cleaning product line and the PureHaven personal care product line, which together comprise approximately 142 active stock-keeping units ("SKUs") as of the date hereof. Documents and information relating solely to the Commercial Janitorial Services Division of Briarwood (the "Retained Business") may be excluded from responses, unless such documents or information relate to shared services, shared contracts, shared assets, shared personnel, intercompany arrangements, or other matters that will require separation, allocation, or transition in connection with the proposed transaction. Where shared items exist, the Seller is requested to identify the nature and extent of the sharing arrangement.
The following general instructions apply to all categories and requests set forth herein:
1. Virtual Data Room. All documents responsive to the requests below should be uploaded to the Pemberton Systems virtual data room established for this transaction under Project Code BHE-CleanLeaf-2022. Access credentials for Seller's counsel and representatives will be provided separately by Calderwood & Harkness LLP. Documents should be organized in folders corresponding to the numbered categories below (e.g., "Category I — Corporate and Organizational," "Category II — Financial Information," etc.) and further organized within each category by request number.
2. Format of Documents. Where a request calls for "copies," both executed and/or final versions and any material amendments, supplements, extensions, renewals, waivers, consents, or side letters related thereto should be provided. Documents should be provided in searchable PDF format where possible. Native-format files (e.g., Excel spreadsheets) are preferred for financial data and schedules.
3. Non-Existent or Unavailable Documents. Please indicate affirmatively if any requested document (a) does not exist, (b) is not in the Seller's possession, custody, or control, (c) has been lost or destroyed, or (d) is subject to attorney-client privilege, work product protection, or other confidentiality restrictions that would limit production. For privileged documents, please provide a privilege log with sufficient detail to permit assessment of the claim.
4. Supplemental Requests. This Request List is not intended to be exhaustive. Supplemental requests may follow as the diligence process progresses and as Buyer and its advisors review the materials produced. Buyer expressly reserves the right to submit additional or follow-up requests based on matters identified during the review of materials produced in response to this Request List.
5. Definitions. References to "the Company" or "Briarwood" mean Briarwood Home Essentials, Inc., an Ohio corporation. References to "the Acquired Business" mean the CleanLeaf and PureHaven product lines and all assets, contracts, employees, intellectual property, permits, and operations associated therewith, as contemplated by the LOI. References to "FY" followed by a year designate the fiscal year ended December 31 of such year. References to "YTD 2022" mean the period from January 1, 2022 through the most recent date for which information is available.
6. Advisors. The parties' respective financial and accounting advisors in connection with this transaction are as follows:
• Seller's Financial Advisor: Greystone Hobbs & Co. (Philip Tran, Managing Director)
• Seller's Auditor: Hargrove & Linton, P.C. (Daniel Yee, Engagement Partner)
• Buyer's Financial Advisor: Wavecrest Partners LLC (Steven Marchetti, Lead Managing Director; Lena Kowalski, Vice President)
• Buyer's Accounting/Financial Diligence Advisor: Whitfield Ames LLP (Susan Clearwater, Engagement Partner)
Certain requests below may be addressed jointly by Seller's counsel and Seller's auditor or financial advisor, as appropriate. We respectfully request that responses be coordinated through Caldwell, Pruitt & Shaw LLP to ensure completeness and consistency.
7. Timing. We request that initial document production commence promptly, with a target of providing substantially complete responses within fifteen (15) business days of the date hereof, to the extent practicable. We understand that certain items may require additional time to compile, and we are happy to discuss prioritization and sequencing with Seller's counsel.
CATEGORY I: CORPORATE AND ORGANIZATIONAL
1.1. Certificate of Incorporation (or Articles of Incorporation) of Briarwood Home Essentials, Inc. as filed with the Ohio Secretary of State, together with all amendments, certificates of amendment, restated articles, certificates of correction, and any other filing modifying or supplementing the original articles of incorporation, from the date of original incorporation (believed to be 2004) through the date hereof.
1.2. Current Bylaws of Briarwood Home Essentials, Inc., as amended, restated, or supplemented to date, together with copies of any prior versions of the Bylaws that have been in effect during the past five (5) years and any resolutions or consents adopting such amendments.
1.3. Certificate of Good Standing (or Certificate of Existence) from the Ohio Secretary of State for Briarwood Home Essentials, Inc., dated within thirty (30) days of the date hereof.
1.4. Certificates of qualification, registration, or authorization to do business as a foreign corporation in each state or foreign jurisdiction in which Briarwood is so qualified or registered, together with certificates of good standing (or equivalent certificates of status or compliance) from each such jurisdiction, dated within thirty (30) days of the date hereof. Please also provide a list identifying each jurisdiction in which Briarwood is qualified or registered as a foreign corporation, and any jurisdictions in which Briarwood conducts business but has not so qualified or registered.
1.5. Organizational chart showing Briarwood's current corporate structure, including (a) any subsidiaries (whether wholly owned or partially owned), (b) any affiliated entities, (c) any joint ventures, partnerships, or limited liability companies in which Briarwood holds an interest, and (d) any minority-owned entities or investments. If Briarwood has no subsidiaries or affiliates, please so confirm in writing.
1.6. A list of all current officers and directors of Briarwood Home Essentials, Inc., including each individual's name, title or position, date of appointment or election, and a brief description of his or her principal responsibilities.
1.7. Identification of all shareholders of Briarwood Home Essentials, Inc., including the number and class of shares held by each shareholder and the percentage of total outstanding equity represented by such shares. The LOI identifies Malcolm Greer as the sole shareholder of Briarwood; please confirm this information and provide copies of any shareholders' agreements, voting agreements, subscription agreements, stock purchase agreements, equity incentive plans, option agreements, warrant agreements, or other equity-related instruments currently outstanding or granted within the past five (5) years.
1.8. Copies of all minutes of meetings and written consents in lieu of meetings of the Board of Directors and shareholders of Briarwood for the past five (5) years (or since the date of incorporation in 2004, if more practicable and if earlier minutes exist). To the extent that any such minutes or consents relate to or reference the proposed transaction, the engagement of advisors, or the authorization of officers to negotiate or execute transaction-related documents, such materials should be produced on a priority basis.
1.9. Complete stock ledger, stock transfer records, and copies of all outstanding stock certificates for Briarwood Home Essentials, Inc. If stock certificates have been issued in paper form, please provide copies of both the face and reverse of each certificate.
1.10. Copies of any shareholders' agreement, voting trust agreement, buy-sell agreement, right of first refusal agreement, co-sale agreement, option agreement, anti-dilution agreement, or similar arrangement relating to the equity interests of Briarwood, whether currently in effect or entered into within the past five (5) years.
1.11. Copies of all board resolutions, shareholder resolutions, or written consents authorizing or approving (a) the proposed transaction, (b) the negotiation and execution of the LOI, (c) the engagement of Greystone Hobbs & Co. as financial advisor, (d) the engagement of Caldwell, Pruitt & Shaw LLP as transaction counsel, (e) the engagement of Hargrove & Linton, P.C. in any transaction-related capacity, or (f) any other material action taken in connection with the proposed transaction.
1.12. A list of all "doing business as" (d/b/a) names, trade names, assumed names, and fictitious business names under which Briarwood currently operates or has operated at any time, together with copies of all d/b/a or assumed name filings and certificates from the relevant jurisdictions.
1.13. Copies of all powers of attorney granted by Briarwood Home Essentials, Inc. that are currently in effect, identifying the agent, the scope of authority granted, and the date of execution.
1.14. Confirmation of the registered agent information for Briarwood Home Essentials, Inc. in the State of Ohio. Buyer's records indicate the current registered agent is Ohio Registered Agent Services, Inc., 50 West Broad Street, Columbus, OH 43215. Please confirm this information or, if it has changed, provide updated registered agent details. Please also provide registered agent information for any state in which Briarwood is qualified as a foreign corporation.
1.15. Confirmation of Briarwood's federal Employer Identification Number (EIN). The LOI states the EIN as 31-1684239. Please confirm this number and provide a copy of the IRS EIN confirmation letter (Form CP 575 or equivalent) or other evidence of the assigned EIN.
CATEGORY II: FINANCIAL INFORMATION
2.1. Audited financial statements of Briarwood Home Essentials, Inc. for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, including in each case the balance sheet, income statement (statement of operations), statement of cash flows, statement of stockholders' equity, and all notes to the financial statements, together with the independent auditor's report thereon, as prepared or audited by Hargrove & Linton, P.C. (Daniel Yee, Engagement Partner). If any of the foregoing financial statements were prepared on a reviewed or compiled (rather than audited) basis, please so indicate and provide the applicable accountant's report.
2.2. Unaudited interim financial statements of Briarwood Home Essentials, Inc. for (a) the three-month period ended March 31, 2022 and (b) the most recent monthly or quarterly period for which such statements are available (which, if available, would include the five-month period ended May 31, 2022), including in each case the balance sheet, income statement, and statement of cash flows, together with any management commentary or variance analysis. Please indicate whether such interim statements have been reviewed by Hargrove & Linton, P.C. or have been prepared solely by management.
2.3. Segment-level, divisional, or product-line financial statements or management reports that isolate the financial performance of the Acquired Business (i.e., the CleanLeaf and PureHaven product lines) from the financial performance of the Retained Business (i.e., the Commercial Janitorial Services Division) for each of FY2019, FY2020, and FY2021, and for YTD 2022 if available. Such reports should include, at a minimum, revenue, cost of goods sold (or cost of revenue), gross profit and gross margin, selling, general and administrative expenses, operating income (or loss), depreciation and amortization, and EBITDA (earnings before interest, taxes, depreciation, and amortization). The Seller has represented in connection with the LOI that FY2021 product-line revenue attributable to the Acquired Business was approximately $68,000,000 and FY2021 product-line EBITDA attributable to the Acquired Business was approximately $11,200,000. Please provide the supporting detail, underlying assumptions, and reconciliation of these figures to the consolidated audited financial statements for FY2021.
2.4. Revenue breakdown for the Acquired Business for each of FY2019, FY2020, and FY2021 (and YTD 2022 if available), disaggregated by (a) product line (CleanLeaf versus PureHaven), (b) individual SKU (there are understood to be approximately 142 active SKUs), and (c) customer. Where practicable, please also provide revenue by distribution channel (e.g., retail, e-commerce, wholesale, direct-to-consumer) and by geography.
2.5. Detailed aging schedule of accounts receivable attributable to the Acquired Business as of the most recent available date (targeted at June 30, 2022, or the closest available period-end), broken down by customer, by invoice age (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and over 90 days past due), and including any allowance for doubtful accounts or bad debt reserves. The aggregate accounts receivable balance attributable to the Acquired Business has been estimated at approximately $9,700,000; please provide the current detail supporting this estimate, including a description of the methodology used to calculate the allowance for doubtful accounts and a history of actual write-offs for FY2019, FY2020, and FY2021.
2.6. Detailed inventory listing for the Acquired Business as of the most recent available date (targeted at June 30, 2022, or the closest available period-end), including the following information: (a) breakdown by inventory category (raw materials, work-in-process, and finished goods); (b) breakdown by individual SKU; (c) breakdown by location (Marysville manufacturing facility and West Jefferson distribution center); (d) the cost basis for each item and the valuation methodology used (e.g., FIFO, LIFO, weighted average cost, standard cost); (e) any reserves for inventory obsolescence, slow-moving inventory, or excess inventory; and (f) any inventory subject to consignment arrangements or held at third-party locations. The aggregate book value of inventory attributable to the Acquired Business has been estimated at approximately $14,300,000. Please provide the supporting detail for this estimate, together with a schedule of inventory write-downs or write-offs for FY2019, FY2020, and FY2021, and a description of Briarwood's policies regarding cycle counts, physical inventory counts, and inventory valuation adjustments.
2.7. Schedule of trade payables and accrued liabilities attributable to the Acquired Business as of the most recent available date (targeted at June 30, 2022), including an aging analysis by vendor and a description of any material disputed payables. Trade payables attributable to the Acquired Business have been estimated at approximately $4,200,000. Please provide the current detail supporting this estimate.
2.8. Schedule of product warranty obligations and accruals for the Acquired Business as of the most recent available date, including a description of the warranty terms applicable to CleanLeaf and PureHaven products, the methodology used to calculate warranty reserves, a history of warranty claims and actual warranty expenditures for FY2019, FY2020, and FY2021, and the current estimated warranty accrual balance (estimated at approximately $620,000).
2.9. Capital expenditure budgets and actual capital expenditures for the Acquired Business for each of FY2020, FY2021, and YTD 2022, broken down by major project or asset category (e.g., manufacturing equipment, facility improvements, IT systems, packaging equipment, vehicles), and identifying any capital expenditures that have been deferred or delayed and any maintenance capital expenditure requirements.
2.10. Annual operating budgets, business plans, financial projections, and forecasts for the Acquired Business for FY2022 and FY2023, if available, including the key assumptions underlying such projections. Please also provide any long-range plans, strategic plans, or five-year financial models that have been prepared for the Acquired Business.
2.11. A description of all significant accounting policies applied by Briarwood in preparing its financial statements, including (without limitation) policies related to (a) revenue recognition (including timing, method, and treatment of returns, allowances, and rebates), (b) inventory valuation methodology (FIFO, LIFO, weighted average, or other), (c) depreciation methods and useful lives for property, plant, and equipment, (d) amortization methods for intangible assets, (e) capitalization policies (minimum threshold for capitalization of assets), and (f) any recent changes in accounting policies, estimates, or principles, including the nature of the change, the reason therefor, and the financial impact.
2.12. A schedule of all intercompany transactions, shared cost allocations, management fees, overhead allocations, or transfer pricing arrangements between the Acquired Business and the Retained Business (the Commercial Janitorial Services Division) or any other Briarwood division, affiliate, or related party, for each of FY2019, FY2020, FY2021, and YTD 2022. This schedule should identify the nature of each transaction or allocation, the dollar amount, the allocation methodology or pricing basis, and the extent to which such arrangements will need to be unwound, replaced, or transitioned in connection with the proposed transaction.
2.13. Copies of all management letters, internal audit reports, communications from Hargrove & Linton, P.C. or any predecessor auditor, or communications from any other accountant or consultant regarding Briarwood's internal controls, accounting practices, financial reporting, or management processes, for the past three (3) years. This includes any material weakness or significant deficiency letters, management representation letters, and management's responses thereto.
2.14. Copies of all federal income tax returns (IRS Form 1120 or applicable form, together with all schedules and attachments) filed by Briarwood Home Essentials, Inc. for FY2019, FY2020, and FY2021, and all state income and franchise tax returns for all states in which Briarwood files for the same periods. Please also provide copies of any extensions filed and all correspondence with the Internal Revenue Service, the Ohio Department of Taxation, or any other state or local taxing authority regarding audits, examinations, assessments, deficiency notices, requests for information, or disputes for the past five (5) years.
2.15. A schedule of any tax liens (federal, state, or local) filed against Briarwood or its property, any delinquent tax obligations, and any pending or threatened tax disputes, assessments, or controversies.
2.16. Copies of all sales tax permits, sales tax registrations, and certificates of authority for the collection and remittance of sales and use tax in each jurisdiction in which the Acquired Business collects or remits sales tax, together with a list of all such jurisdictions and copies of sales and use tax returns filed for the most recent four (4) quarterly periods.
CATEGORY III: MATERIAL CONTRACTS
3.1. Copies of all customer contracts, purchase orders, master supply agreements, sales agreements, distribution agreements, private label agreements, and other agreements pursuant to which Briarwood sells or distributes products of the Acquired Business to its customers, including the twenty-three (23) customer contracts identified in preliminary discussions as being assigned in connection with the proposed transaction. For each such contract, please identify (a) the counterparty name and contact information, (b) the date of execution, (c) the term and expiration date, (d) renewal provisions (automatic renewal, option to renew, etc.), (e) pricing and payment terms, (f) minimum purchase or volume commitments, (g) whether the contract contains a change-of-control provision, assignment consent requirement, anti-assignment clause, or termination-upon-change-of-control right, and (h) any notice requirements applicable to assignment or change of control. Seven (7) of the twenty-three (23) customer contracts have been preliminarily identified as containing change-of-control, consent-to-assignment, or anti-assignment provisions. Please confirm this number and specifically identify each such contract.
3.2. A list of the ten (10) largest customers of the Acquired Business by revenue for FY2021, with the revenue attributable to each such customer, the percentage of total Acquired Business revenue represented by each, the length of the customer relationship, and a summary of the contractual arrangements (if any) with each. If customer concentration data for FY2019 and FY2020 is readily available, please provide that as well.
3.3. Copies of all supplier contracts, vendor agreements, purchase agreements, supply agreements, raw material supply agreements, and other agreements pursuant to which Briarwood purchases raw materials, packaging materials, components, or other goods or services used in the manufacture or sale of CleanLeaf and PureHaven products. This includes, without limitation, supply agreements for the proprietary formulation ingredients, surfactants, fragrances, essential oils, packaging substrates, and other key raw materials used in CleanLeaf and PureHaven product formulations.
3.4. A list of the ten (10) largest suppliers and vendors of the Acquired Business by total spend for FY2021, with the dollar amount spent with each such supplier, the nature of the goods or services supplied, and a summary of the contractual arrangements (if any) with each. If supplier concentration data for FY2019 and FY2020 is readily available, please provide that as well.
3.5. Copies of all distribution, logistics, freight, transportation, warehousing, fulfillment, and third-party logistics (3PL) agreements related to the Acquired Business.
3.6. Copies of all manufacturing, co-manufacturing, co-packing, toll manufacturing, contract manufacturing, and private label manufacturing agreements pursuant to which any products of the Acquired Business are manufactured, processed, packed, or labeled by third parties, or pursuant to which Briarwood performs any such services for third parties.
3.7. Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, collaboration agreements, or similar arrangements to which Briarwood is a party in connection with the Acquired Business.
3.8. Copies of all agency agreements, broker agreements, sales representative agreements, commission agreements, and independent sales organization agreements related to the Acquired Business, including the identity of each agent, broker, or representative, the territory covered, the applicable commission rate or compensation structure, and the term and termination provisions.
3.9. Copies of all contracts with any governmental entity (federal, state, or local), including any contracts to supply products to government agencies, military commissaries, or government-affiliated institutions.
3.10. Copies of all contracts involving aggregate payments or commitments in excess of $100,000 per year related to the Acquired Business not otherwise captured by the foregoing requests, including (without limitation) equipment leases, software licenses, IT services agreements, marketing and advertising agreements, consulting agreements, and professional services agreements.
3.11. A list and copies of any contracts related to the Acquired Business that are not terminable by Briarwood upon ninety (90) days' notice or less without penalty, premium, early termination fee, or other adverse consequence.
3.12. Copies of any guaranty, surety, indemnification, letter of credit, performance bond, or similar agreements entered into by Briarwood in connection with the Acquired Business, or by any third party for the benefit of Briarwood in connection with the Acquired Business.
3.13. Copies of any contracts related to the Acquired Business that contain (a) most-favored-nation pricing provisions, (b) exclusivity or sole-source provisions, (c) non-compete or non-solicitation covenants binding on Briarwood, (d) requirements or output commitments, (e) take-or-pay provisions, or (f) other material restrictive provisions that would bind the Buyer following the closing.
3.14. All amendments, modifications, supplements, extensions, renewals, waivers, consents, and side letters related to any of the contracts identified in responses to items 3.1 through 3.13 above.
CATEGORY IV: REAL PROPERTY AND LEASES
4.1. A complete copy of the lease agreement (and all amendments, extensions, renewals, supplements, and side letters thereto) for the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040, leased from Buckeye Industrial Properties LLC. Please provide the current rent schedule (base rent and any additional rent, CAM charges, or operating expense pass-throughs), the remaining term of the lease, all renewal and extension options, any purchase options, any assignment or subletting restrictions or requirements for landlord consent, and any co-tenancy or exclusive use provisions. Please also identify any security deposit, letter of credit, or other credit support posted in connection with this lease.
4.2. Identification of the landlord contact for Buckeye Industrial Properties LLC, including the current mailing address (believed to be 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215), telephone number, and the name and title of the individual authorized to consent to assignment or other lease modifications. Please also provide copies of any prior correspondence between Briarwood and Buckeye Industrial Properties LLC regarding the proposed assignment of the Marysville lease, any preliminary discussions regarding landlord consent, and any estoppel certificates previously delivered.
4.3. The deed of conveyance (warranty deed, special warranty deed, or quit claim deed) by which Briarwood acquired the warehouse and distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162, together with the owner's title insurance policy issued in connection with such acquisition, the ALTA survey obtained in connection with such acquisition, and any subsequent surveys, boundary surveys, or topographic surveys. This property is understood to be owned by Briarwood in fee simple and is intended to be included among the Acquired Assets.
4.4. All title reports, title search results, title opinions, or title commitments obtained by Briarwood with respect to the West Jefferson distribution center or any other owned real property associated with the Acquired Business, including any exceptions, requirements, or objections noted therein.
4.5. Copies of all mortgages, deeds of trust, security interests, liens, UCC financing statements, mechanics' liens, judgment liens, tax liens, or other encumbrances affecting owned or leased real property used in the Acquired Business, together with related loan documents, promissory notes, and security agreements.
4.6. Copies of all real property tax bills, tax assessments, and records of real property tax payments for the past three (3) years for both (a) the Marysville manufacturing facility (2800 Industrial Parkway, Marysville, OH 43040) and (b) the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162). Please identify any pending tax appeals, assessment challenges, or abatement applications.
4.7. Copies of all zoning certifications, zoning approvals, conditional use permits, special use permits, variances, land use permits, certificates of occupancy, temporary certificates of occupancy, building permits, and fire inspection certificates for both the Marysville and West Jefferson facilities.
4.8. Copies of all notices of violations, citations, orders to comply, or pending zoning, building code, fire code, or land use proceedings affecting either the Marysville or West Jefferson facility, and a description of the current status and resolution of any such matters.
4.9. All capital improvement records, maintenance logs, inspection reports, structural assessments, roof condition reports, HVAC inspection records, elevator inspection records, and facility condition reports or assessments for both the Marysville and West Jefferson facilities.
4.10. Copies of all easements, licenses, rights of way, shared access agreements, reciprocal easement agreements, or other agreements granting third parties access to, or rights in, any real property used in the Acquired Business. Please also identify any encroachments, boundary disputes, or adverse possession claims of which Briarwood is aware.
4.11. Copies of all subleases, licenses to use, occupancy agreements, or other arrangements pursuant to which any portion of either the Marysville or West Jefferson facility is occupied or used by a third party.
4.12. A list of all other real property owned, leased, licensed, or used by the Acquired Business (including any satellite offices, field offices, showrooms, temporary storage locations, or third-party warehouses) not described above, with the address, nature of occupancy (owned, leased, or licensed), and the applicable lease or license terms.
CATEGORY V: INTELLECTUAL PROPERTY
5.1. A comprehensive schedule of all registered trademarks, service marks, and trade dress (both federal and state registrations) owned by or registered in the name of Briarwood Home Essentials, Inc. and related to the Acquired Business, including (without limitation) the "CleanLeaf" and "PureHaven" marks and any associated logos, taglines, slogans, and design marks. For each registration, please provide the registration number, application number (if different), filing date, registration date, next renewal date, the class(es) of goods or services covered, and the jurisdiction(s) of registration. Please include copies of all registration certificates, pending applications, statements of use, declarations of continued use (Section 8 affidavits), declarations of incontestability (Section 15 affidavits), and renewal applications. Please also identify any intent-to-use applications or applications in any stage of prosecution.
5.2. A complete schedule of all domain names owned, registered, or controlled by Briarwood that are related to the Acquired Business, including (without limitation) all domain names incorporating or derived from the "CleanLeaf" and "PureHaven" names, together with the registrar, registration date, expiration date, and the name of the registrant of record.
5.3. Copies of all trademark license agreements, brand license agreements, and co-branding agreements related to the CleanLeaf and PureHaven brands, whether Briarwood is the licensor or the licensee, including the identity of the counterparty, the scope of the license, the territory, royalty or license fee terms, the term and termination provisions, and any quality control provisions.
5.4. A schedule of all patents and patent applications (utility, design, plant, provisional, and non-provisional) related to the Acquired Business, including any patents or applications covering product formulations, manufacturing processes, packaging designs, dispensing mechanisms, or any other inventions or innovations used in the CleanLeaf and PureHaven product lines. For each patent or application, please provide the patent or application number, filing date, issue date (if issued), expiration date, the named inventor(s), and a brief description of the subject matter.
5.5. A description of all trade secrets, proprietary formulations, know-how, proprietary processes, and other confidential business information related to the CleanLeaf and PureHaven product lines, including (a) the nature of the information, (b) the individuals with access to such information, (c) the measures taken to protect the confidentiality of such information (e.g., access controls, password protection, restricted distribution), and (d) whether any of such information has been disclosed to third parties and, if so, under what circumstances and pursuant to what contractual protections.
5.6. Copies of all confidentiality agreements, non-disclosure agreements, proprietary information agreements, and invention assignment agreements entered into with employees, independent contractors, consultants, co-manufacturers, suppliers, or other third parties in connection with the intellectual property of the Acquired Business.
5.7. A schedule of all copyrights and copyright registrations (federal) related to the Acquired Business, including copyrights in product labels, packaging designs, marketing materials, photography, advertising copy, website content, instructional materials, and other creative works. For each registration, please provide the registration number, registration date, the title of the work, and the author or claimant.
5.8. A description of all intellectual property-related litigation, opposition proceedings, cancellation proceedings, inter partes review proceedings, domain name disputes (including UDRP proceedings), or cease-and-desist letters (whether sent or received) in the last five (5) years involving any intellectual property of the Acquired Business. For each such matter, please identify the parties involved, the intellectual property at issue, the forum, the current status, and the resolution or outcome (if resolved).
5.9. Copies of all agreements containing intellectual property-related indemnification, warranties, or representations made by Briarwood to third parties or by third parties to Briarwood in connection with the Acquired Business, including indemnification for IP infringement claims.
5.10. Copies of any insurance policies specifically covering intellectual property risks, including any IP infringement defense insurance, patent infringement insurance, or media liability insurance.
5.11. A list of all social media accounts and handles associated with the CleanLeaf and PureHaven brands, including accounts on Kestrel Services Inc., Northpoint Services Inc., Fenmore Solutions, Dunmore & Co., Pinterest, Crowne Albany Partners LLC, Westmark Health IT, and any other social media platforms, together with the current follower/subscriber counts and the identity of the individuals or agencies with administrative access to each account.
CATEGORY VI: EMPLOYMENT AND BENEFITS
6.1. A complete list of all employees currently employed in connection with the Acquired Business (anticipated at approximately 186 transferring employees), including the following information for each employee: (a) full legal name, (b) title or position, (c) department or functional area, (d) primary work location (Marysville manufacturing facility or West Jefferson distribution center), (e) date of hire, (f) full-time or part-time status, (g) exempt or non-exempt classification under the Fair Labor Standards Act and applicable state wage-and-hour laws, (h) current annual salary or hourly rate of pay, (i) target bonus or incentive compensation (if applicable), (j) most recent actual bonus or incentive payment, (k) reporting relationship (direct supervisor), and (l) any employees currently on leave of absence (FMLA, disability, military, personal, or otherwise), including the type of leave and expected return date. This information may be provided in spreadsheet format.
6.2. Copies of all employment agreements, executive employment agreements, offer letters, employment contracts, letter agreements, and other written agreements evidencing or governing the terms of employment for employees of the Acquired Business. Please identify any at-will employees for whom no written employment agreement or offer letter exists.
6.3. Copies of all independent contractor agreements, consulting agreements, freelance agreements, and staffing agency agreements related to the Acquired Business, together with a list of all individuals currently providing services to the Acquired Business as independent contractors, consultants, or temporary workers, including the nature of the services provided, the compensation arrangement, and the anticipated duration of the engagement.
6.4. Copies of all employee handbooks, personnel policies, codes of conduct, workplace rules, and policy manuals currently applicable to employees of the Acquired Business, including any supplements or amendments issued within the past three (3) years.
6.5. A description of all employee benefit plans (including health insurance, dental insurance, vision insurance, life insurance, accidental death and dismemberment insurance, short-term disability insurance, long-term disability insurance, flexible spending accounts, health savings accounts, and employee assistance programs) offered to employees of the Acquired Business, together with copies of (a) the plan documents (including all amendments), (b) summary plan descriptions ("SPDs") and summaries of material modifications ("SMMs"), (c) the most recent IRS Form 5500 annual reports filed for each plan, (d) insurance contracts or policies, (e) administrative services agreements, and (f) the most recent premium rate schedules or cost summaries.
6.6. A description of any 401(k) plan, profit-sharing plan, money purchase pension plan, employee stock ownership plan ("ESOP"), or other defined contribution retirement plan in which employees of the Acquired Business are eligible to participate, together with copies of (a) the plan document (including all amendments and restatements), (b) the trust agreement, (c) the most recent IRS Form 5500 (with all schedules and attachments), (d) the most recent IRS determination letter or advisory/opinion letter, (e) the most recent ADP/ACP and other nondiscrimination testing results, (f) the most recent annual compliance report, and (g) the summary plan description.
6.7. A description of any defined benefit pension plan, cash balance plan, or post-retirement benefit obligation (retiree medical, retiree life insurance, or similar) sponsored by Briarwood in which any current or former employee of the Acquired Business participates or is eligible to participate, together with copies of the plan documents, the most recent actuarial valuation report, the most recent PBGC premium filing, and any funded status reports.
6.8. A description of all bonus plans, incentive compensation plans, commission plans, profit-sharing arrangements, phantom equity plans, stock appreciation rights plans, equity-based compensation plans, and similar compensation arrangements applicable to employees of the Acquired Business, together with copies of the plan documents and a schedule of any accrued but unpaid bonuses, commissions, or incentive awards, and any awards that would vest, accelerate, or become payable as a result of the proposed transaction.
6.9. Copies of all severance agreements, change-of-control agreements, retention agreements, stay-bonus arrangements, and similar agreements with employees of the Acquired Business, including any agreements that would be triggered by the proposed transaction, and a schedule of the estimated severance or change-of-control payment obligations under each such agreement.
6.10. Copies of all collective bargaining agreements, union contracts, and labor agreements applicable to employees of the Acquired Business. Please also identify (a) any current union representation among Acquired Business employees, (b) any pending or threatened union organizing activity, representation petitions, or card check campaigns, and (c) any pending or recent proceedings before the National Labor Relations Board ("NLRB") or any state labor relations board.
6.11. Copies of OSHA Form 300 logs (Log of Work-Related Injuries and Illnesses) and OSHA Form 300A summaries for the past three (3) years for both the Marysville and West Jefferson facilities. Please also provide a summary of all workers' compensation claims filed by employees of the Acquired Business during the past three (3) years, including the nature of each claim, the amounts paid or reserved, and the current status.
6.12. A summary of any pending or threatened employment-related claims, charges, lawsuits, or investigations involving employees or former employees of the Acquired Business, including (without limitation) claims of discrimination, harassment, retaliation, wrongful termination, wage-and-hour violations (including overtime, minimum wage, or misclassification claims), breach of employment agreement, unfair labor practices, and whistleblower or qui tam complaints. For each such matter, please identify the claimant, the nature of the claim, the forum, the current status, and the estimated exposure.
6.13. A WARN Act analysis, including (a) a description of any plant closings, mass layoffs, or reductions in force affecting the Marysville or West Jefferson facilities (or any other facility of the Acquired Business) within the past two (2) years, and (b) any planned or contemplated plant closings, layoffs, or reductions in force. Please also provide any WARN Act notices issued during the past two (2) years.
6.14. A list of all employees of the Acquired Business who hold nonimmigrant work visas (including H-1B, L-1, TN, E-1, E-2, or O-1 visas) or who are in the process of obtaining lawful permanent resident status (green card), together with copies of the relevant immigration petitions, approval notices, and labor condition applications. Please also provide a summary of Briarwood's I-9 compliance practices and the results of any internal or government I-9 audits.
6.15. A description of all written or informal policies regarding paid time off, vacation, sick leave, personal leave, bereavement leave, and holiday pay applicable to employees of the Acquired Business, together with a schedule of accrued but unused vacation, PTO, and sick leave balances for all Acquired Business employees as of the most recent payroll period, and a description of the Company's policies regarding payout of accrued but unused balances upon termination of employment or transfer.
CATEGORY VII: ENVIRONMENTAL
7.1. Copies of all Phase I Environmental Site Assessments and Phase II Environmental Site Assessments (including any subsurface investigations, soil sampling reports, groundwater sampling reports, and remediation studies) conducted at the Marysville manufacturing facility (2800 Industrial Parkway, Marysville, OH 43040) and the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162), whether conducted by Briarwood, by a prior owner or operator, or by a third party on behalf of a lender, landlord, or other party. Please note that Buyer is separately engaging Terrapoint Environmental Group, Inc. (Keith Novak, Project Manager) to perform an independent Phase I Environmental Site Assessment of the Marysville facility; however, Buyer requests that all existing assessments be made available for review by Buyer's environmental consultant.
7.2. Copies of all environmental permits, licenses, registrations, approvals, and authorizations held by Briarwood in connection with the Acquired Business or either facility, including (without limitation) (a) air quality permits (Title V permits, minor source permits, state air permits), (b) wastewater discharge permits (NPDES permits, pretreatment permits, industrial user permits), (c) stormwater discharge permits (SWPPP), (d) hazardous waste generator permits (EPA ID numbers, state hazardous waste permits), (e) toxic substance registrations, and (f) any other environmental permits required for the operation of the Acquired Business.
7.3. Copies of all environmental compliance audit reports, environmental management system certifications (e.g., ISO 14001), environmental inspection reports (whether conducted by company personnel, third-party consultants, or government inspectors), and self-assessment reports for the past five (5) years for both the Marysville and West Jefferson facilities.
7.4. Copies of all correspondence, notices, requests for information, information requests pursuant to Section 104(e) of CERCLA, and other communications with the United States Environmental Protection Agency ("EPA"), the Ohio Environmental Protection Agency ("Ohio EPA"), or any other federal, state, or local environmental regulatory agency regarding the Acquired Business, either facility, or any Briarwood operations, for the past five (5) years.
7.5. Records of any spills, releases, discharges, or other reportable events involving hazardous materials, hazardous substances, hazardous waste, petroleum products, or other regulated substances at either the Marysville or West Jefferson facility, including (a) spill reports filed with governmental agencies, (b) release notifications, (c) emergency response actions, and (d) any remediation or cleanup activities undertaken.
7.6. Copies of all hazardous waste manifests, disposal records, recycling records, and transporter/treatment/storage/disposal facility ("TSDF") documentation for the past five (5) years, for both the Marysville and West Jefferson facilities.
7.7. Copies of all Material Safety Data Sheets ("MSDS") or Safety Data Sheets ("SDS") for all chemicals, hazardous materials, and hazardous substances used, stored, handled, or generated in the manufacturing of CleanLeaf and PureHaven products at the Marysville facility, together with a chemical inventory list.
7.8. Records of all underground storage tanks ("USTs"), above-ground storage tanks ("ASTs"), or other storage vessels (including chemical storage tanks, process tanks, and bulk storage containers) at either the Marysville or West Jefferson facility, including registration records, installation dates, closure records, integrity testing reports, and leak detection monitoring records.
7.9. Copies of any notices of violation ("NOVs"), consent orders, administrative orders, compliance orders, cleanup orders, unilateral administrative orders, consent decrees, remediation agreements, or voluntary cleanup program agreements related to either the Marysville or West Jefferson facility or any other property or operation of the Acquired Business, together with a description of the current status of compliance with each.
7.10. Copies of any environmental indemnification agreements, environmental insurance policies (including pollution legal liability policies, remediation cost cap policies, or environmental impairment liability policies), or environmental escrow arrangements related to the Acquired Business or either facility.
7.11. A description of all waste streams generated by the Acquired Business at both the Marysville and West Jefferson facilities, including (a) the types and classifications of waste generated (hazardous, non-hazardous, universal, recyclable), (b) approximate annual volumes, (c) disposal methods and disposal facilities used, and (d) any waste minimization or pollution prevention programs in place.
CATEGORY VIII: LITIGATION AND REGULATORY
8.1. A schedule of all pending litigation, arbitration, mediation, administrative proceedings, governmental investigations, or other adversarial proceedings involving Briarwood or the Acquired Business, including for each matter: (a) the case caption and docket or case number, (b) the court, tribunal, or forum, (c) the date filed or initiated, (d) a brief description of the claims and relief sought, (e) the current status, (f) the estimated exposure or range of potential loss, and (g) the identity of counsel representing Briarwood.
8.2. A schedule of all threatened litigation, pre-litigation demand letters, or potential claims received in the past five (5) years related to the Acquired Business that have not resulted in the filing of a formal action, including a description of the nature of the claim, the claimant, and the current status.
8.3. A schedule of all litigation, arbitration, or other adversarial proceedings that have been settled, dismissed, resolved, or otherwise concluded in the past five (5) years related to the Acquired Business, including for each matter: (a) a description of the claims, (b) the settlement amount or terms (or the basis for dismissal), and (c) whether the settlement includes any ongoing obligations (such as injunctive relief, product modifications, or monitoring requirements).
8.4. A schedule of all product liability claims, product recall events, product safety complaints, consumer complaints, and adverse event reports related to the CleanLeaf and PureHaven product lines in the past five (5) years, including (a) a description of each claim or event, (b) the product(s) involved, (c) the alleged injury or harm, (d) the current status or resolution, and (e) any claims currently pending. Please also describe any voluntary or mandatory product recalls, market withdrawals, or safety alerts issued by Briarwood for CleanLeaf or PureHaven products.
8.5. Copies of all consent decrees, settlement agreements, assurances of voluntary compliance, injunctions, court orders, and regulatory orders to which Briarwood or the Acquired Business is a party or subject, together with a description of the ongoing compliance obligations under each.
8.6. Copies of all regulatory filings, registrations, approvals, clearances, and notifications required for the manufacture, distribution, labeling, and sale of CleanLeaf and PureHaven products, including (without limitation) (a) EPA registrations under FIFRA (if any products make antimicrobial, disinfectant, or pesticidal claims), (b) FDA facility registrations and cosmetic product listings (if any PureHaven personal care products are regulated as cosmetics under the FDCA), (c) FDA OTC drug registrations and Drug Establishment Registrations (if any products are regulated as over-the-counter drugs), (d) state product registrations (e.g., California Proposition 65 compliance, individual state pesticide registrations), and (e) any other federal, state, or local regulatory filings. Please identify any gaps in required filings or any filings that are overdue or pending.
8.7. Copies of all correspondence with federal and state regulatory agencies — including the EPA, FDA, FTC, Consumer Product Safety Commission ("CPSC"), state attorneys general, and any other regulatory bodies — regarding the Acquired Business or its products in the past five (5) years, including warning letters, untitled letters, civil investigative demands, subpoenas, and requests for information.
8.8. Copies of all product labeling review materials, advertising substantiation files, and marketing compliance review records for CleanLeaf and PureHaven products, including any inquiries, challenges, or proceedings initiated by the FTC, any state attorney general, the National Advertising Division ("NAD") of BBB National Programs, or any other self-regulatory body related to product claims. In particular, please provide documentation supporting any "eco-friendly," "natural," "organic," "plant-based," "biodegradable," "non-toxic," or similar claims made on CleanLeaf or PureHaven product labels, packaging, or advertising.
8.9. A schedule of all governmental licenses, permits, registrations, and approvals (other than environmental permits covered in Category VII) required for the operation of the Acquired Business, including business licenses, manufacturing licenses, professional licenses, and any industry-specific permits.
8.10. Confirmation that no filing is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the proposed transaction, including an analysis of the applicable transaction value and size-of-person thresholds. If an HSR filing is or may be required, please so indicate and provide the relevant data supporting such conclusion.
CATEGORY IX: INSURANCE
9.1. A schedule of all insurance policies maintained by Briarwood Home Essentials, Inc. that provide coverage for the Acquired Business, its operations, its assets, or its employees, including for each policy the following information: (a) insurance carrier name, (b) policy number, (c) type of coverage (e.g., commercial general liability, product liability, property, business interruption, directors and officers liability, errors and omissions, umbrella/excess liability, commercial automobile, workers' compensation, employers' liability, employment practices liability, crime/fidelity, cyber liability/network security), (d) policy period (inception and expiration dates), (e) limits of liability (per occurrence and aggregate), (f) deductibles, self-insured retentions, or co-insurance amounts, (g) annual premium, and (h) the named insured(s) and any additional insured endorsements.
9.2. Copies of all current insurance policies listed in item 9.1, together with all binders, declarations pages, endorsements, riders, certificates of insurance, and evidence of insurance. If policies have been placed through a broker, please identify the broker and provide the broker's contact information.
9.3. A loss history and claims experience report for the past five (5) years across all insurance policy types, including the date of each claim, the nature of the claim, the amounts paid, amounts reserved, and the current status of each claim. If available, please provide the broker-prepared loss run reports from each carrier.
9.4. Copies of any pending insurance claims related to the Acquired Business, including the claim number, date of loss, description of the claim, the carrier handling the claim, the current status, and the amounts paid and reserved.
9.5. Copies of all insurance-related correspondence regarding coverage disputes, reservations of rights, coverage denials, declination letters, or rescission notices received in the past five (5) years.
9.6. A description of any self-insurance arrangements, captive insurance programs, risk retention group memberships, or large deductible or self-insured retention programs maintained by Briarwood in connection with the Acquired Business, together with any actuarial studies, reserve analyses, or funding assessments related thereto.
9.7. Copies of all certificates of insurance provided by Briarwood to customers, suppliers, landlords, or other third parties, and copies of all certificates of insurance received from contractors, subcontractors, vendors, or other third parties naming Briarwood as an additional insured.
CATEGORY X: TAX
10.1. Copies of all federal income tax returns (IRS Form 1120 or applicable form, including all schedules, statements, elections, and attachments) filed by Briarwood Home Essentials, Inc. for FY2019, FY2020, and FY2021. (Cross-reference with Category II, item 2.14; to the extent these have been produced in response to item 2.14, a cross-reference notation in the data room is sufficient.)
10.2. Copies of all state income tax returns, franchise tax returns, and business privilege tax returns for all states in which Briarwood files such returns for FY2019, FY2020, and FY2021, together with a list identifying each state in which Briarwood is currently filing or has filed income, franchise, or privilege tax returns.
10.3. Copies of all sales and use tax returns filed by Briarwood for FY2019, FY2020, and FY2021 for all jurisdictions in which the Acquired Business collects or remits sales or use tax, together with a nexus analysis or study identifying the jurisdictions in which Briarwood has or may have sales tax collection obligations.
10.4. Copies of all payroll tax filings, including IRS Forms 941 (Employer's Quarterly Federal Tax Return), annual W-2 wage and tax statement summaries, IRS Forms 940 (Employer's Annual Federal Unemployment Tax Return), and state payroll tax equivalents, for FY2020 and FY2021.
10.5. Copies of any IRS audit or examination reports, revenue agent's reports, thirty-day letters, ninety-day letters (notices of deficiency), state audit reports, or closing agreements received by Briarwood in the past five (5) years, together with all related correspondence, protests, appeals, and settlement documentation.
10.6. A schedule and description of any pending or threatened tax audits, examinations, assessments, deficiency notices, proposed adjustments, refund claims, or other tax controversies at the federal, state, or local level.
10.7. Copies of any tax sharing agreements, tax allocation agreements, tax indemnification agreements, or tax receivable agreements to which Briarwood is a party.
10.8. A description of any tax credits, tax incentives, tax abatements, enterprise zone designations, tax increment financing arrangements, or other special tax arrangements received by Briarwood or the Acquired Business, including any Ohio state or local incentives related to the Marysville manufacturing facility or the West Jefferson distribution center. Please provide copies of any incentive agreements, grant agreements, or award letters, and identify any clawback provisions, recapture requirements, or compliance conditions.
10.9. Copies of any transfer pricing studies, transfer pricing reports, or advance pricing agreements related to intercompany or related-party transactions involving the Acquired Business.
10.10. A schedule of all federal and state tax elections made by Briarwood Home Essentials, Inc. in the past five (5) years, including (without limitation) elections related to entity classification, depreciation methods, accounting methods, and any elections under Sections 338, 336(e), or 1060 of the Internal Revenue Code.
10.11. Copies of all property tax returns, property tax assessments, property tax bills, and records of property tax payments for the West Jefferson distribution center (500 Commerce Boulevard, West Jefferson, OH 43162) for the past three (3) tax years. (Cross-reference with Category IV, item 4.6; to the extent these have been produced in response to item 4.6, a cross-reference notation in the data room is sufficient.)