1011-00005 · Meridian Consumer Brands LLC · Transaction Documents/Exhibits

bill-of-sale-draft.docx DOCUMENT Finance & Banking

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Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Matter No.: 1011-00005

BILL OF SALE

Draft — Exhibit B to Asset Purchase Agreement

[__], 202[]

This BILL OF SALE (this "Bill of Sale") is delivered as of [__], 202[], by Briarwood Home Essentials, Inc., an Ohio corporation ("Seller"), to Meridian Consumer Brands LLC, a Delaware limited liability company ("Buyer"), pursuant to Section 3.2(a)(ii) of that certain Asset Purchase Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), dated as of July 19, 2022, as revised September 15, 2022, by and between Buyer and Seller.

WHEREAS, the Agreement provides for the sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of all of Seller's right, title, and interest in, to, and under certain assets of Seller, collectively constituting the Acquired Assets (as defined in the Agreement), in exchange for the payment by Buyer to Seller of the aggregate purchase price of Ninety-Five Million Dollars ($95,000,000), subject to adjustment as set forth in the Agreement;

WHEREAS, this Bill of Sale is being delivered at the Closing (as defined in the Agreement) in accordance with and subject to the terms and conditions of the Agreement, and constitutes one of the closing deliverables required to be delivered by Seller to Buyer at the Closing pursuant to Article III of the Agreement; and

WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained in the Agreement, the purchase price paid or to be paid by Buyer to Seller pursuant to the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

ARTICLE I — TRANSFER AND CONVEYANCE OF ACQUIRED ASSETS

Section 1.1 — Conveyance. Effective as of the Closing Date, Seller hereby sells, transfers, conveys, assigns, and delivers to Buyer, and Buyer hereby accepts from Seller, all of Seller's right, title, and interest in, to, and under the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the Agreement). The transfer and conveyance effected by this Bill of Sale is effective as of the Closing Date and, together with the other instruments of transfer, conveyance, and assignment delivered concurrently herewith, is intended to vest in Buyer good and valid title to the Acquired Assets, subject only to Permitted Encumbrances and the terms of the Agreement.

Section 1.2 — Description of Acquired Assets. The Acquired Assets transferred and conveyed by this Bill of Sale consist of, but are not limited to, the following categories of assets, properties, and rights (each as more particularly described in the Agreement and the Schedules and Exhibits thereto, which descriptions are incorporated herein by reference):

(a) Product Lines and Brands. All assets comprising, related to, or used in connection with (i) the "CleanLeaf" home cleaning product line and (ii) the "PureHaven" personal care product line, including all rights in and to the brand names, product formulations, product packaging, marketing materials, and related assets associated therewith, encompassing approximately one hundred forty-two (142) active stock-keeping units (SKUs) as of the Closing Date, together with all rights to develop, manufacture, market, distribute, and sell products under such product lines.

(b) Inventory. All inventory of raw materials, work-in-process, finished goods, packaging materials, labels, promotional items, and supplies related to the CleanLeaf and PureHaven product lines, wherever located, including, without limitation, inventory located at (i) the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Manufacturing Facility") and (ii) the distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162 (the "West Jefferson Distribution Center"), in each case as more particularly described in the Schedule of Acquired Assets attached to the Agreement. Such inventory shall include all inventory in transit as of the Closing Date that is related to the CleanLeaf or PureHaven product lines, whether in the possession of Seller, a common carrier, or a third-party logistics provider.

(c) Accounts Receivable. All accounts receivable, notes receivable, and other receivables of Seller arising out of or related to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines as of the Closing Date, including all rights to payment for goods shipped or services rendered prior to or on the Closing Date in connection therewith. As a reference point, the estimated aggregate amount of such receivables as of June 30, 2022 was approximately Nine Million Seven Hundred Thousand Dollars ($9,700,000), subject to the adjustments and true-up procedures set forth in Article II of the Agreement.

(d) Equipment and Tangible Personal Property. All machinery, equipment, tools, molds, dies, spare parts, furniture, fixtures, office equipment, computers, computer hardware, vehicles, and other tangible personal property owned by Seller and used primarily in connection with the CleanLeaf and PureHaven product lines or otherwise included in the Acquired Assets, including, without limitation, the manufacturing equipment, mixing and blending machinery, filling and packaging lines, labeling equipment, quality control instruments, and warehouse equipment located at the Marysville Manufacturing Facility and the West Jefferson Distribution Center, as more particularly described in the Schedule of Acquired Assets.

(e) Real Property. (i) The owned real property located at 500 Commerce Boulevard, West Jefferson, OH 43162, constituting the West Jefferson Distribution Center, together with all buildings, structures, improvements, and fixtures located thereon and all easements, rights-of-way, and appurtenances pertaining thereto, as more particularly described in the deed of conveyance delivered concurrently herewith; and (ii) Seller's leasehold interest in the Marysville Manufacturing Facility located at 2800 Industrial Parkway, Marysville, OH 43040 (which facility is leased by Seller from Buckeye Industrial Properties LLC pursuant to that certain Lease Agreement dated March 1, 2018, as amended), subject to the receipt of landlord consent and assignment of such leasehold interest to Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith and in accordance with Section 2.5 of the Agreement.

(f) intellectual Property. All trademarks, service marks, trade names, trade dress, logos, brand names, Internet domain names, social media accounts and handles, product formulations, recipes, proprietary chemical compositions, trade secrets, know-how, customer data, supplier data, technical data, research and development files, and other intellectual property rights owned by or licensed to Seller and associated with or used primarily in connection with the CleanLeaf and PureHaven brands and product lines, together with all registrations and applications for registration therefor and all rights to sue for and recover damages for past, present, and future infringement, misappropriation, or dilution thereof, all as more particularly described in the intellectual Property Assignment Agreement delivered concurrently herewith and executed by Seller and Buyer simultaneously with the delivery of this Bill of Sale.

(g) Contracts. All rights, interests, and benefits of Seller under the twenty-three (23) customer contracts and all other Assigned Contracts listed on the Schedule of Assigned Contracts attached to the Agreement, including all rights to receive payments, goods, and services thereunder and all claims, causes of action, and rights of set-off with respect thereto, in each case as assigned to and assumed by Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith.

(h) Books and Records. All books, records, files, invoices, purchase orders, sales records, financial records, documents, correspondence, memoranda, reports, studies, analyses, lists (including customer lists, supplier lists, and vendor lists), databases, and data, whether in hard copy, electronic, or other format, related primarily to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, including all product development records, quality assurance records, regulatory compliance records, manufacturing records, and marketing and promotional materials; provided, however, that Seller shall be entitled to retain copies of such books and records to the extent reasonably necessary for Seller's tax, legal, and regulatory compliance purposes, subject to the confidentiality obligations set forth in the Agreement.

(i) Permits and Licenses. All transferable permits, licenses, approvals, authorizations, certifications, registrations, and similar rights held by Seller from any Governmental Authority (as defined in the Agreement) relating primarily to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, to the extent transferable under applicable law, including, without limitation, all EPA registrations, state environmental permits, and product safety certifications related to the CleanLeaf and PureHaven product lines.

(j) Goodwill. All goodwill of Seller associated with the Acquired Assets, the CleanLeaf brand, and the PureHaven brand, including the going-concern value of the business conducted with the Acquired Assets, the assembled workforce associated therewith (to the extent provided in the Agreement), and all customer, supplier, and vendor relationships related thereto.

(k) Other Assets. All other assets, properties, rights, claims, and interests of every kind and nature, whether tangible or intangible, real or personal, known or unknown, used or held for use primarily in connection with the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, in each case as described in the Agreement and the Schedule of Acquired Assets, including all prepaid expenses, deposits, credits, rebates, refunds, and similar items related to the Acquired Assets.

Section 1.3 — Excluded Assets. Notwithstanding anything to the contrary contained in this Bill of Sale, the Acquired Assets shall not include any of the Excluded Assets (as defined in the Agreement). For the avoidance of doubt, the Excluded Assets include, without limitation, the following:

(a) The Commercial Janitorial Services Division of Seller (the "Retained Business"), including all assets, properties, contracts, intellectual property, permits, goodwill, and other rights related to or used exclusively in connection with the Retained Business;

(b) Seller's lease of the corporate headquarters located at 1175 Creekside Drive, Suite 400, Columbus, OH 43215, and all leasehold improvements, furniture, fixtures, and equipment located therein that are not otherwise included in the Acquired Assets;

(c) All cash, cash equivalents, bank accounts, investment accounts, and marketable securities of Seller, wherever located and however held;

(d) All refunds, credits, or overpayments of Taxes (as defined in the Agreement) attributable to any Pre-Closing Tax Period (as defined in the Agreement), including any Tax refunds resulting from the carryback of any net operating loss or other Tax attribute arising in any Pre-Closing Tax Period; and

(e) All other Excluded Assets as set forth on the Schedule of Excluded Assets attached to the Agreement, which Schedule is incorporated herein by reference.

ARTICLE II — TERMS AND CONDITIONS

Section 2.1 — Subject to the Agreement. This Bill of Sale is delivered pursuant to, and is expressly made subject to, all of the terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations contained in the Agreement, all of which shall survive the execution and delivery of this Bill of Sale to the extent and for the periods expressly set forth in the Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, enlarge, diminish, or otherwise modify any of the provisions of the Agreement, including, without limitation, any of the representations, warranties, covenants, or indemnification obligations of Seller or Buyer set forth therein. This Bill of Sale is not intended to, and shall not, create any rights, benefits, or obligations beyond those expressly set forth in the Agreement. In the event that any provision of this Bill of Sale is inconsistent with or contrary to any provision of the Agreement, the provisions of the Agreement shall prevail and control in all respects, as further provided in Section 3.3 below.

Section 2.2 — No Additional Representations or Warranties. Seller makes no representations or warranties, express or implied, of any kind or nature whatsoever, with respect to the Acquired Assets, including, without limitation, any representations or warranties as to title, condition, merchantability, fitness for a particular purpose, quality, value, or suitability of any of the Acquired Assets, except as expressly set forth in the Agreement. Without limiting the generality of the foregoing, except to the extent of the representations and warranties expressly set forth in Article IV of the Agreement, the Acquired Assets are conveyed and transferred to Buyer hereunder on an "AS IS, WHERE IS" basis, with all faults and defects, whether latent or patent, and Buyer acknowledges and agrees that it has conducted its own independent investigation, examination, and evaluation of the Acquired Assets and is relying solely upon such investigation and the representations and warranties expressly set forth in the Agreement in entering into the transactions contemplated thereby.

Section 2.3 — Assumed Liabilities. For the avoidance of doubt, this Bill of Sale does not constitute, and shall not be construed as constituting, the assumption by Buyer of any liabilities, obligations, debts, commitments, or responsibilities of Seller of any kind or nature, whether known or unknown, absolute, accrued, contingent, or otherwise, except to the extent expressly assumed by Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith and the provisions of the Agreement. The assumption by Buyer of the Assumed Liabilities (as defined in the Agreement) is governed exclusively by the Assignment and Assumption Agreement and the Agreement. For reference purposes, the Assumed Liabilities include, among other things, (i) trade payables related to the CleanLeaf and PureHaven product lines (estimated at approximately Four Million Two Hundred Thousand Dollars ($4,200,000) as of June 30, 2022), and (ii) accrued product warranty obligations related to the CleanLeaf and PureHaven product lines (estimated at approximately Six Hundred Twenty Thousand Dollars ($620,000) as of June 30, 2022), in each case subject to the adjustments and true-up procedures set forth in the Agreement. All Excluded Liabilities (as defined in the Agreement) are retained by and shall remain the sole responsibility and obligation of Seller.

Section 2.4 — Further Assurances. Seller covenants and agrees that, from time to time after the Closing Date, at the reasonable request of Buyer and at Buyer's sole cost and expense (except to the extent otherwise provided in the Agreement), Seller shall execute, acknowledge, and deliver to Buyer, or cause to be executed, acknowledged, and delivered to Buyer, such additional bills of sale, deeds, endorsements, assignments, consents, and other good and sufficient instruments of transfer, conveyance, and assignment, in form and substance reasonably satisfactory to Buyer and its counsel, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to more effectively transfer, convey, and assign to Buyer, and to confirm Buyer's right, title, and interest in and to, any or all of the Acquired Assets, and to otherwise carry out the purposes and intent of this Bill of Sale and the Agreement. Seller shall cooperate fully with Buyer in the exercise and enjoyment by Buyer of any rights, properties, or assets transferred or conveyed under this Bill of Sale, including by providing reasonable access to Seller's personnel and records as may be necessary to facilitate the transition of the Acquired Assets to Buyer.

ARTICLE III — MISCELLANEOUS PROVISIONS

Section 3.1 — Governing Law. This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts specified in Section 10.8 of the Agreement with respect to any dispute arising out of or relating to this Bill of Sale.

Section 3.2 — Binding Effect; Successors and Assigns. This Bill of Sale shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Neither party may assign or delegate any of its rights or obligations under this Bill of Sale except in accordance with the provisions of the Agreement governing assignments.

Section 3.3 — Conflict with Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Bill of Sale and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall in all respects control and govern, and the conflicting or inconsistent terms of this Bill of Sale shall be deemed modified to the extent necessary to conform to and be consistent with the terms and provisions of the Agreement. This Bill of Sale is intended to implement and effectuate the transactions contemplated by the Agreement and shall be interpreted and construed in a manner consistent with the Agreement.

Section 3.4 — Counterparts. This Bill of Sale may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Bill of Sale.

Section 3.5 — Amendment. This Bill of Sale may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Seller and Buyer or their respective successors and permitted assigns. No waiver of any provision of this Bill of Sale shall be effective unless set forth in a written instrument signed by the party against whom such waiver is to be enforced, and no such waiver shall constitute a waiver of any other provision of this Bill of Sale or a continuing waiver of the provision so waived.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and delivered as of the date first written above, and Buyer has executed and delivered this Bill of Sale to acknowledge its acceptance of the Acquired Assets as described herein.

SELLER:

BRIARWOOD HOME ESSENTIALS, INC., an Ohio corporation

By: ________

Name: Malcolm Greer

Title: President

Date: ________

BUYER (Acknowledgment of Acceptance):

MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company

By: ________

Name: Gareth Holloway

Title: CEO & Managing Member

Date: ________

SCHEDULE AND EXHIBIT CROSS-REFERENCES

The following Schedules and Exhibits referenced herein are attached to the Agreement and are incorporated herein by reference as if fully set forth in this Bill of Sale:

The following related closing deliverables are executed and delivered concurrently with this Bill of Sale:

1. Assignment and Assumption Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer, and Buyer assumes from Seller, the Assigned Contracts and the Assumed Liabilities.

2. intellectual Property Assignment Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer all intellectual property rights associated with the CleanLeaf and PureHaven brands and product lines.

3. Special Warranty Deed, dated as of the Closing Date, from Seller to Buyer, conveying the owned real property constituting the West Jefferson Distribution Center.

Calderwood & Harkness LLP — Draft — Matter No. 1011-00005 DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION

Schedule / Exhibit	Description	Reference
Schedule of Acquired Assets	Detailed listing of all Acquired Assets by category	Agreement, Schedule 2.1(a)
Schedule of Excluded Assets	Detailed listing of all Excluded Assets	Agreement, Schedule 2.1(b)
Schedule of Assigned Contracts	List of 23 customer contracts and other Assigned Contracts	Agreement, Schedule 2.1(a)(vii)

Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Matter No.: 1011-00005
BILL OF SALE
Draft — Exhibit B to Asset Purchase Agreement
[__], 202[]
This BILL OF SALE (this "Bill of Sale") is delivered as of [__], 202[], by Briarwood Home Essentials, Inc., an Ohio corporation ("Seller"), to Meridian Consumer Brands LLC, a Delaware limited liability company ("Buyer"), pursuant to Section 3.2(a)(ii) of that certain Asset Purchase Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), dated as of July 19, 2022, as revised September 15, 2022, by and between Buyer and Seller.
WHEREAS, the Agreement provides for the sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of all of Seller's right, title, and interest in, to, and under certain assets of Seller, collectively constituting the Acquired Assets (as defined in the Agreement), in exchange for the payment by Buyer to Seller of the aggregate purchase price of Ninety-Five Million Dollars ($95,000,000), subject to adjustment as set forth in the Agreement;
WHEREAS, this Bill of Sale is being delivered at the Closing (as defined in the Agreement) in accordance with and subject to the terms and conditions of the Agreement, and constitutes one of the closing deliverables required to be delivered by Seller to Buyer at the Closing pursuant to Article III of the Agreement; and
WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained in the Agreement, the purchase price paid or to be paid by Buyer to Seller pursuant to the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
ARTICLE I — TRANSFER AND CONVEYANCE OF ACQUIRED ASSETS
Section 1.1 — Conveyance. Effective as of the Closing Date, Seller hereby sells, transfers, conveys, assigns, and delivers to Buyer, and Buyer hereby accepts from Seller, all of Seller's right, title, and interest in, to, and under the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the Agreement). The transfer and conveyance effected by this Bill of Sale is effective as of the Closing Date and, together with the other instruments of transfer, conveyance, and assignment delivered concurrently herewith, is intended to vest in Buyer good and valid title to the Acquired Assets, subject only to Permitted Encumbrances and the terms of the Agreement.
Section 1.2 — Description of Acquired Assets. The Acquired Assets transferred and conveyed by this Bill of Sale consist of, but are not limited to, the following categories of assets, properties, and rights (each as more particularly described in the Agreement and the Schedules and Exhibits thereto, which descriptions are incorporated herein by reference):
(a) Product Lines and Brands. All assets comprising, related to, or used in connection with (i) the "CleanLeaf" home cleaning product line and (ii) the "PureHaven" personal care product line, including all rights in and to the brand names, product formulations, product packaging, marketing materials, and related assets associated therewith, encompassing approximately one hundred forty-two (142) active stock-keeping units (SKUs) as of the Closing Date, together with all rights to develop, manufacture, market, distribute, and sell products under such product lines.
(b) Inventory. All inventory of raw materials, work-in-process, finished goods, packaging materials, labels, promotional items, and supplies related to the CleanLeaf and PureHaven product lines, wherever located, including, without limitation, inventory located at (i) the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Manufacturing Facility") and (ii) the distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162 (the "West Jefferson Distribution Center"), in each case as more particularly described in the Schedule of Acquired Assets attached to the Agreement. Such inventory shall include all inventory in transit as of the Closing Date that is related to the CleanLeaf or PureHaven product lines, whether in the possession of Seller, a common carrier, or a third-party logistics provider.
(c) Accounts Receivable. All accounts receivable, notes receivable, and other receivables of Seller arising out of or related to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines as of the Closing Date, including all rights to payment for goods shipped or services rendered prior to or on the Closing Date in connection therewith. As a reference point, the estimated aggregate amount of such receivables as of June 30, 2022 was approximately Nine Million Seven Hundred Thousand Dollars ($9,700,000), subject to the adjustments and true-up procedures set forth in Article II of the Agreement.
(d) Equipment and Tangible Personal Property. All machinery, equipment, tools, molds, dies, spare parts, furniture, fixtures, office equipment, computers, computer hardware, vehicles, and other tangible personal property owned by Seller and used primarily in connection with the CleanLeaf and PureHaven product lines or otherwise included in the Acquired Assets, including, without limitation, the manufacturing equipment, mixing and blending machinery, filling and packaging lines, labeling equipment, quality control instruments, and warehouse equipment located at the Marysville Manufacturing Facility and the West Jefferson Distribution Center, as more particularly described in the Schedule of Acquired Assets.
(e) Real Property. (i) The owned real property located at 500 Commerce Boulevard, West Jefferson, OH 43162, constituting the West Jefferson Distribution Center, together with all buildings, structures, improvements, and fixtures located thereon and all easements, rights-of-way, and appurtenances pertaining thereto, as more particularly described in the deed of conveyance delivered concurrently herewith; and (ii) Seller's leasehold interest in the Marysville Manufacturing Facility located at 2800 Industrial Parkway, Marysville, OH 43040 (which facility is leased by Seller from Buckeye Industrial Properties LLC pursuant to that certain Lease Agreement dated March 1, 2018, as amended), subject to the receipt of landlord consent and assignment of such leasehold interest to Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith and in accordance with Section 2.5 of the Agreement.
(f) intellectual Property. All trademarks, service marks, trade names, trade dress, logos, brand names, Internet domain names, social media accounts and handles, product formulations, recipes, proprietary chemical compositions, trade secrets, know-how, customer data, supplier data, technical data, research and development files, and other intellectual property rights owned by or licensed to Seller and associated with or used primarily in connection with the CleanLeaf and PureHaven brands and product lines, together with all registrations and applications for registration therefor and all rights to sue for and recover damages for past, present, and future infringement, misappropriation, or dilution thereof, all as more particularly described in the intellectual Property Assignment Agreement delivered concurrently herewith and executed by Seller and Buyer simultaneously with the delivery of this Bill of Sale.
(g) Contracts. All rights, interests, and benefits of Seller under the twenty-three (23) customer contracts and all other Assigned Contracts listed on the Schedule of Assigned Contracts attached to the Agreement, including all rights to receive payments, goods, and services thereunder and all claims, causes of action, and rights of set-off with respect thereto, in each case as assigned to and assumed by Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith.
(h) Books and Records. All books, records, files, invoices, purchase orders, sales records, financial records, documents, correspondence, memoranda, reports, studies, analyses, lists (including customer lists, supplier lists, and vendor lists), databases, and data, whether in hard copy, electronic, or other format, related primarily to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, including all product development records, quality assurance records, regulatory compliance records, manufacturing records, and marketing and promotional materials; provided, however, that Seller shall be entitled to retain copies of such books and records to the extent reasonably necessary for Seller's tax, legal, and regulatory compliance purposes, subject to the confidentiality obligations set forth in the Agreement.
(i) Permits and Licenses. All transferable permits, licenses, approvals, authorizations, certifications, registrations, and similar rights held by Seller from any Governmental Authority (as defined in the Agreement) relating primarily to the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, to the extent transferable under applicable law, including, without limitation, all EPA registrations, state environmental permits, and product safety certifications related to the CleanLeaf and PureHaven product lines.
(j) Goodwill. All goodwill of Seller associated with the Acquired Assets, the CleanLeaf brand, and the PureHaven brand, including the going-concern value of the business conducted with the Acquired Assets, the assembled workforce associated therewith (to the extent provided in the Agreement), and all customer, supplier, and vendor relationships related thereto.
(k) Other Assets. All other assets, properties, rights, claims, and interests of every kind and nature, whether tangible or intangible, real or personal, known or unknown, used or held for use primarily in connection with the Acquired Assets or the operation of the CleanLeaf and PureHaven product lines, in each case as described in the Agreement and the Schedule of Acquired Assets, including all prepaid expenses, deposits, credits, rebates, refunds, and similar items related to the Acquired Assets.
Section 1.3 — Excluded Assets. Notwithstanding anything to the contrary contained in this Bill of Sale, the Acquired Assets shall not include any of the Excluded Assets (as defined in the Agreement). For the avoidance of doubt, the Excluded Assets include, without limitation, the following:
(a) The Commercial Janitorial Services Division of Seller (the "Retained Business"), including all assets, properties, contracts, intellectual property, permits, goodwill, and other rights related to or used exclusively in connection with the Retained Business;
(b) Seller's lease of the corporate headquarters located at 1175 Creekside Drive, Suite 400, Columbus, OH 43215, and all leasehold improvements, furniture, fixtures, and equipment located therein that are not otherwise included in the Acquired Assets;
(c) All cash, cash equivalents, bank accounts, investment accounts, and marketable securities of Seller, wherever located and however held;
(d) All refunds, credits, or overpayments of Taxes (as defined in the Agreement) attributable to any Pre-Closing Tax Period (as defined in the Agreement), including any Tax refunds resulting from the carryback of any net operating loss or other Tax attribute arising in any Pre-Closing Tax Period; and
(e) All other Excluded Assets as set forth on the Schedule of Excluded Assets attached to the Agreement, which Schedule is incorporated herein by reference.
ARTICLE II — TERMS AND CONDITIONS
Section 2.1 — Subject to the Agreement. This Bill of Sale is delivered pursuant to, and is expressly made subject to, all of the terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations contained in the Agreement, all of which shall survive the execution and delivery of this Bill of Sale to the extent and for the periods expressly set forth in the Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, enlarge, diminish, or otherwise modify any of the provisions of the Agreement, including, without limitation, any of the representations, warranties, covenants, or indemnification obligations of Seller or Buyer set forth therein. This Bill of Sale is not intended to, and shall not, create any rights, benefits, or obligations beyond those expressly set forth in the Agreement. In the event that any provision of this Bill of Sale is inconsistent with or contrary to any provision of the Agreement, the provisions of the Agreement shall prevail and control in all respects, as further provided in Section 3.3 below.
Section 2.2 — No Additional Representations or Warranties. Seller makes no representations or warranties, express or implied, of any kind or nature whatsoever, with respect to the Acquired Assets, including, without limitation, any representations or warranties as to title, condition, merchantability, fitness for a particular purpose, quality, value, or suitability of any of the Acquired Assets, except as expressly set forth in the Agreement. Without limiting the generality of the foregoing, except to the extent of the representations and warranties expressly set forth in Article IV of the Agreement, the Acquired Assets are conveyed and transferred to Buyer hereunder on an "AS IS, WHERE IS" basis, with all faults and defects, whether latent or patent, and Buyer acknowledges and agrees that it has conducted its own independent investigation, examination, and evaluation of the Acquired Assets and is relying solely upon such investigation and the representations and warranties expressly set forth in the Agreement in entering into the transactions contemplated thereby.
Section 2.3 — Assumed Liabilities. For the avoidance of doubt, this Bill of Sale does not constitute, and shall not be construed as constituting, the assumption by Buyer of any liabilities, obligations, debts, commitments, or responsibilities of Seller of any kind or nature, whether known or unknown, absolute, accrued, contingent, or otherwise, except to the extent expressly assumed by Buyer pursuant to the Assignment and Assumption Agreement delivered concurrently herewith and the provisions of the Agreement. The assumption by Buyer of the Assumed Liabilities (as defined in the Agreement) is governed exclusively by the Assignment and Assumption Agreement and the Agreement. For reference purposes, the Assumed Liabilities include, among other things, (i) trade payables related to the CleanLeaf and PureHaven product lines (estimated at approximately Four Million Two Hundred Thousand Dollars ($4,200,000) as of June 30, 2022), and (ii) accrued product warranty obligations related to the CleanLeaf and PureHaven product lines (estimated at approximately Six Hundred Twenty Thousand Dollars ($620,000) as of June 30, 2022), in each case subject to the adjustments and true-up procedures set forth in the Agreement. All Excluded Liabilities (as defined in the Agreement) are retained by and shall remain the sole responsibility and obligation of Seller.
Section 2.4 — Further Assurances. Seller covenants and agrees that, from time to time after the Closing Date, at the reasonable request of Buyer and at Buyer's sole cost and expense (except to the extent otherwise provided in the Agreement), Seller shall execute, acknowledge, and deliver to Buyer, or cause to be executed, acknowledged, and delivered to Buyer, such additional bills of sale, deeds, endorsements, assignments, consents, and other good and sufficient instruments of transfer, conveyance, and assignment, in form and substance reasonably satisfactory to Buyer and its counsel, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to more effectively transfer, convey, and assign to Buyer, and to confirm Buyer's right, title, and interest in and to, any or all of the Acquired Assets, and to otherwise carry out the purposes and intent of this Bill of Sale and the Agreement. Seller shall cooperate fully with Buyer in the exercise and enjoyment by Buyer of any rights, properties, or assets transferred or conveyed under this Bill of Sale, including by providing reasonable access to Seller's personnel and records as may be necessary to facilitate the transition of the Acquired Assets to Buyer.
ARTICLE III — MISCELLANEOUS PROVISIONS
Section 3.1 — Governing Law. This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts specified in Section 10.8 of the Agreement with respect to any dispute arising out of or relating to this Bill of Sale.
Section 3.2 — Binding Effect; Successors and Assigns. This Bill of Sale shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Neither party may assign or delegate any of its rights or obligations under this Bill of Sale except in accordance with the provisions of the Agreement governing assignments.
Section 3.3 — Conflict with Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Bill of Sale and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall in all respects control and govern, and the conflicting or inconsistent terms of this Bill of Sale shall be deemed modified to the extent necessary to conform to and be consistent with the terms and provisions of the Agreement. This Bill of Sale is intended to implement and effectuate the transactions contemplated by the Agreement and shall be interpreted and construed in a manner consistent with the Agreement.
Section 3.4 — Counterparts. This Bill of Sale may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Bill of Sale.
Section 3.5 — Amendment. This Bill of Sale may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Seller and Buyer or their respective successors and permitted assigns. No waiver of any provision of this Bill of Sale shall be effective unless set forth in a written instrument signed by the party against whom such waiver is to be enforced, and no such waiver shall constitute a waiver of any other provision of this Bill of Sale or a continuing waiver of the provision so waived.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and delivered as of the date first written above, and Buyer has executed and delivered this Bill of Sale to acknowledge its acceptance of the Acquired Assets as described herein.
SELLER:
BRIARWOOD HOME ESSENTIALS, INC., an Ohio corporation
By: ________
Name: Malcolm Greer
Title: President
Date: ________
BUYER (Acknowledgment of Acceptance):
MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company
By: ________
Name: Gareth Holloway
Title: CEO & Managing Member
Date: ________
SCHEDULE AND EXHIBIT CROSS-REFERENCES
The following Schedules and Exhibits referenced herein are attached to the Agreement and are incorporated herein by reference as if fully set forth in this Bill of Sale:
The following related closing deliverables are executed and delivered concurrently with this Bill of Sale:
1.  Assignment and Assumption Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer, and Buyer assumes from Seller, the Assigned Contracts and the Assumed Liabilities.
2.  intellectual Property Assignment Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer all intellectual property rights associated with the CleanLeaf and PureHaven brands and product lines.
3.  Special Warranty Deed, dated as of the Closing Date, from Seller to Buyer, conveying the owned real property constituting the West Jefferson Distribution Center.
Calderwood & Harkness LLP — Draft — Matter No. 1011-00005 DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION
Schedule / Exhibit | Description | Reference
Schedule of Acquired Assets | Detailed listing of all Acquired Assets by category | Agreement, Schedule 2.1(a)
Schedule of Excluded Assets | Detailed listing of all Excluded Assets | Agreement, Schedule 2.1(b)
Schedule of Assigned Contracts | List of 23 customer contracts and other Assigned Contracts | Agreement, Schedule 2.1(a)(vii)

Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Matter No.: 1011-00005

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