1011-00005 · Meridian Consumer Brands LLC · Transaction Documents

letter-of-intent-executed.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue, 36th Floor New York, NY 10022 Tel: (212) 554-7200

March 28, 2022

Mr. Malcolm Greer President Briarwood Home Essentials, Inc. 1175 Creekside Drive, Suite 400 Columbus, OH 43215

Re: Non-Binding Letter of Intent — Proposed Acquisition of Consumer Product Line Assets

Dear Mr. Greer:

This Letter of Intent (this "LOI" or this "Letter") sets forth the principal terms and conditions pursuant to which Meridian Consumer Brands LLC, a Delaware limited liability company ("Buyer" or "Meridian"), with its principal offices located at 440 Park Avenue South, 18th Floor, New York, NY 10016, proposes to acquire certain assets comprising the consumer product line business of Briarwood Home Essentials, Inc., an Ohio corporation ("Seller" or "Briarwood"), with its principal offices located at 1175 Creekside Drive, Suite 400, Columbus, OH 43215. The assets to be acquired relate specifically to Seller's "CleanLeaf" home cleaning product line and Seller's "PureHaven" personal care product line (collectively, the "Product Line Business" or the "Business"). Buyer and Seller are each referred to herein individually as a "party" and collectively as the "parties."

Except as expressly set forth in Section 8 below, this Letter is not intended to be, and shall not constitute, a legally binding obligation of either party. Rather, this Letter is intended to serve as the basis for the preparation and negotiation of definitive transaction documents reflecting the mutual understanding of the parties as to the principal terms set forth herein. Buyer and Seller each acknowledge that no binding commitment to consummate the transaction described herein shall exist unless and until the parties have negotiated, executed, and delivered a mutually acceptable definitive agreement in accordance with the terms contemplated by this Letter.

The principal terms and conditions of the proposed transaction are as follows:

Section 1: Transaction Structure

The proposed transaction shall be structured as an asset purchase, and not as a stock purchase, equity purchase, merger, or other form of business combination. Buyer shall acquire substantially all of the assets used in, held for use in, or otherwise related to the Product Line Business (collectively, the "Acquired Assets"), including, without limitation, the following:

(a) all inventory related to the CleanLeaf and PureHaven brands, including finished goods, raw materials, work-in-process, packaging materials, and supplies, representing approximately one hundred forty-two (142) active stock keeping units (SKUs) as of the date hereof;

(b) all accounts receivable, notes receivable, and other rights to payment arising from or attributable to the operation of the Product Line Business;

(c) all equipment, machinery, tools, molds, dies, furniture, fixtures, and other tangible personal property used primarily in the operation of the Product Line Business;

(d) all real property interests, including, without limitation, the owned warehouse and distribution center facility located at 500 Commerce Boulevard, West Jefferson, OH 43162, together with all improvements, appurtenances, and fixtures located thereon;

(e) all rights, title, and interest of Seller under the lease for the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Lease"), subject to the receipt of the requisite landlord consent from Buckeye Industrial Properties LLC (the "Landlord");

(f) all intellectual property associated with the CleanLeaf and PureHaven brands, including, without limitation, all trademarks, service marks, trade names, trade dress, logos, brand names, domain names, social media accounts, product formulations, manufacturing processes, recipes, trade secrets, know-how, patents and patent applications (if any), copyrights, and all registrations and applications for registration related thereto, together with all goodwill associated therewith;

(g) all customer contracts, purchase orders, and other agreements with customers of the Product Line Business, currently estimated at approximately twenty-three (23) contracts with major retailers (collectively, the "Customer Contracts");

(h) all supply agreements, vendor agreements, co-manufacturing agreements, logistics agreements, and other contracts and agreements related to the operation of the Product Line Business;

(i) all permits, licenses, registrations, certifications, and regulatory approvals related to the Product Line Business, to the extent transferable under applicable law;

(j) all books, records, files, data, correspondence, product specifications, quality assurance records, marketing materials, customer lists, supplier lists, pricing information, and other documents and information related to the Product Line Business; and

(k) all goodwill associated with the Product Line Business.

At the Closing (as defined in Section 5 below), Buyer shall assume certain specified liabilities related to the Product Line Business (the "Assumed Liabilities"), including trade payables arising in the ordinary course of business, accrued product warranty obligations, and other liabilities arising from the operation of the Business, in each case as shall be more specifically defined and set forth in the Definitive Agreement.

Notwithstanding the foregoing, the following assets shall be excluded from the transaction and retained by Seller (the "Excluded Assets"):

(a) Seller's Commercial Janitorial Services Division (the "Retained Business"), including all assets, contracts, employees, and liabilities related thereto;

(b) the corporate headquarters lease for the premises located at 1175 Creekside Drive, Columbus, OH 43215, and all leasehold improvements and fixtures related thereto;

(d) all tax refunds, credits, or rebates attributable to pre-closing tax periods.

Buyer shall not assume any liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"). Excluded Liabilities shall include, without limitation, all liabilities not expressly assumed by Buyer, all pre-closing liabilities not related to the Acquired Assets, all indebtedness for borrowed money, all intercompany obligations, all liabilities arising from the Retained Business, and all liabilities for taxes of Seller attributable to pre-closing periods.

Section 2: Purchase Price

The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the adjustments described herein.

The Purchase Price shall be comprised of the following components:

(a) Cash at Closing. At the Closing, Buyer shall pay to Seller (or as Seller may direct) an amount equal to Eighty-Seven Million Dollars ($87,000,000) in immediately available funds by wire transfer to one or more accounts designated by Seller in writing prior to the Closing (the "Closing Cash Consideration").

(b) Earnout Consideration. In addition to the Closing Cash Consideration, Buyer shall pay to Seller up to Eight Million Dollars ($8,000,000) in contingent earnout consideration (the "Earnout"), payable upon the achievement of certain post-closing revenue milestones. The Earnout shall be conditioned upon the Year 1 product line revenue of the Acquired Business (measured for the twelve (12) month period commencing on the Closing date) equaling or exceeding Seventy-Two Million Dollars ($72,000,000). The specific terms, conditions, measurement period, calculation methodology, dispute resolution mechanism, payment timing, and any acceleration provisions relating to the Earnout shall be negotiated in good faith and set forth in the Definitive Agreement.

The Purchase Price shall be subject to customary post-closing adjustments based upon the working capital of the Product Line Business as of the Closing, calculated in accordance with a methodology and target working capital amount to be negotiated and set forth in the Definitive Agreement. The parties anticipate that the working capital adjustment mechanism will include a preliminary estimate delivered at Closing, a post-closing true-up calculation, and a dispute resolution process for any disagreements regarding the final calculation.

The parties acknowledge and agree that no break-up fee, termination fee, or similar payment shall be payable by either party to the other party in the event that the transaction contemplated by this Letter does not close for any reason.

Section 3: Escrow and Indemnification

At the Closing, an amount equal to ten percent (10%) of the Purchase Price — specifically, Nine Million Five Hundred Thousand Dollars ($9,500,000) (the "Escrow Amount") — shall be deposited by Buyer into an escrow account established with a nationally recognized financial institution mutually agreed upon by the parties (the "Escrow Agent"). The Escrow Amount shall be held by the Escrow Agent for a period of twenty-four (24) months following the Closing date to secure Seller's indemnification obligations under the Definitive Agreement. The Escrow Amount shall be the Buyer's primary, but not sole, recourse for indemnification claims, except with respect to claims arising from fraud or intentional misrepresentation.

The Definitive Agreement shall contain customary representations and warranties by each party, including, with respect to Seller, representations and warranties regarding organization and authority, title to assets, financial statements, absence of undisclosed liabilities, compliance with laws, intellectual property, material contracts, employee matters, environmental matters, tax matters, litigation, product liability, and other matters customary for transactions of this type. The Definitive Agreement shall also contain customary indemnification provisions, which shall include, among other things, the following parameters:

(a) Indemnification Cap. The aggregate liability of Seller for indemnification claims arising from breaches of general representations and warranties shall not exceed thirty-five percent (35%) of the Purchase Price, which equals Thirty-Three Million Two Hundred Fifty Thousand Dollars ($33,250,000). This cap shall not apply to breaches of fundamental representations and warranties, fraud, or intentional misrepresentation.

(b) Deductible Basket. A deductible basket, structured as a tipping basket (i.e., first-dollar recovery once the threshold is exceeded), in an amount equal to one percent (1%) of the Purchase Price, which equals Nine Hundred Fifty Thousand Dollars ($950,000), shall apply to indemnification claims arising from breaches of general representations and warranties. Once the aggregate amount of qualifying indemnification claims exceeds the deductible basket amount, Buyer shall be entitled to recover the full amount of such claims from the first dollar, subject to the indemnification cap.

(c) Survival Periods. General representations and warranties made by each party in the Definitive Agreement shall survive for a period of twenty-four (24) months following the Closing date. Fundamental representations and warranties (which shall include, at a minimum, representations and warranties regarding organization, authorization, capitalization, title to assets, and tax matters) shall survive indefinitely. The specific categorization of representations as "general" or "fundamental" shall be negotiated and set forth in the Definitive Agreement.

The specific terms and conditions of the escrow arrangement, including the investment of escrowed funds, the procedures for making and resolving claims against the Escrow Amount, the release schedule, and the distribution of any remaining balance, shall be set forth in a separate Escrow Agreement to be negotiated, agreed upon, and executed by the parties and the Escrow Agent simultaneously with the Closing.

Section 4: Due Diligence

Buyer shall be afforded a customary and thorough due diligence review of the Product Line Business, including full and complete access to Seller's books, records, financial statements, tax returns, contracts, real property, equipment, facilities, key personnel, management, advisors, accountants, and such other information and materials as Buyer may reasonably request. Seller shall provide reasonable access to a virtual data room (the "Data Room"), which shall be organized in a manner acceptable to Buyer and populated with all documents and information reasonably requested by Buyer or its representatives. Seller shall respond to Buyer's due diligence requests in a timely manner and shall use commercially reasonable efforts to make available to Buyer and its advisors such additional information and access as may be reasonably requested.

Due diligence is expected to commence promptly following the execution of this Letter by both parties and shall continue for a period as mutually agreed by the parties. The parties shall cooperate in good faith to establish a reasonable timetable for the completion of due diligence activities.

Buyer's obligation to consummate the transaction contemplated by this Letter shall be conditioned upon, among other things, Buyer's satisfactory completion of its due diligence review of the Product Line Business, including, without limitation, its review of legal, financial, accounting, tax, environmental, operational, regulatory, intellectual property, and human resources matters, in Buyer's sole and absolute discretion. The parties acknowledge that Buyer has not yet commenced its due diligence review and that the terms set forth in this Letter are based on preliminary information made available to Buyer prior to the date hereof.

Section 5: Definitive Agreement and Closing Conditions

The parties shall negotiate in good faith toward the execution of a definitive Asset Purchase Agreement (the "Definitive Agreement" or the "APA"), together with all schedules, exhibits, and ancillary documents contemplated thereby, including, without limitation, the following:

(a) a Bill of Sale and Assignment, pursuant to which Seller shall transfer and convey all Acquired Assets to Buyer;

(b) an Assignment and Assumption Agreement, pursuant to which Buyer shall assume the Assumed Liabilities;

(c) an intellectual Property Assignment Agreement, pursuant to which Seller shall assign and transfer to Buyer all intellectual property rights included in the Acquired Assets;

(d) a Transition Services Agreement (the "TSA"), setting forth the terms and conditions under which Seller shall provide certain transitional services to Buyer for a limited period following the Closing to facilitate the orderly transfer of the Product Line Business;

(e) an Escrow Agreement, to be entered into among Buyer, Seller, and the Escrow Agent;

(f) a Non-Competition and Non-Solicitation Agreement, to be executed by Malcolm Greer, as more specifically described in Section 7 below; and

(g) such other ancillary agreements, instruments, and documents as may be necessary or desirable to consummate the transactions contemplated hereby.

The obligation of each party to consummate the transaction shall be subject to the satisfaction or waiver of customary conditions precedent, including, without limitation, the following:

(a) the execution and delivery by each party of the Definitive Agreement and all ancillary documents required to be delivered at the Closing;

(b) the satisfactory completion of Buyer's due diligence review of the Product Line Business;

(c) the receipt of all required regulatory approvals, consents, and clearances, if any (the parties note that, based on current Hart-Scott-Rodino Act reporting thresholds and the anticipated Purchase Price, an HSR filing is not anticipated to be required in connection with the proposed transaction; provided, however, that the parties shall cooperate to confirm the applicability of such requirements prior to Closing);

(d) the receipt of all required third-party consents, including (i) the consent of Buckeye Industrial Properties LLC, as landlord under the Marysville Lease, to the assignment of such lease to Buyer, and (ii) assignment or change-of-control consents under Customer Contracts and other material contracts containing provisions requiring such consent;

(e) the accuracy in all material respects of the representations and warranties of each party as of the date of the Definitive Agreement and as of the Closing date (or, with respect to representations and warranties that are qualified by materiality, the accuracy in all respects of such representations and warranties);

(f) the absence of any material adverse change in the business, operations, assets, financial condition, or prospects of the Product Line Business between the date of this Letter and the Closing date;

(g) Buyer's having obtained financing for the transaction on terms satisfactory to Buyer in its sole discretion; and

(h) the execution and delivery of offer letters by those employees of Seller who are primarily engaged in the Product Line Business and who are designated by Buyer as transferring employees.

Section 6: Employees

Buyer intends to offer employment to substantially all employees of Seller who are primarily engaged in the Product Line Business. The parties currently estimate that approximately one hundred eighty-six (186) employees of Seller are primarily engaged in the operation of the Product Line Business. Buyer's offers of employment to such employees shall be on terms and conditions to be determined by Buyer, and shall be subject to Buyer's customary hiring practices, including background checks, verification of eligibility to work in the United States, and such other conditions as Buyer may reasonably impose.

The specific terms, conditions, timing, and other details regarding the transition of employees, including, without limitation, matters relating to compensation, benefits, seniority credit, accrued vacation and paid time off, retention arrangements, and compliance with the Worker Adjustment and Retraining Notification Act (the "WARN Act") and analogous state laws, shall be negotiated and set forth in the Definitive Agreement.

Seller shall cooperate with Buyer, and shall cause its officers and human resources personnel to cooperate with Buyer, in order to facilitate an orderly transition of employees from Seller to Buyer, including by providing Buyer with reasonable access to employee records and information and by assisting Buyer in communicating with employees regarding the proposed transaction, in each case at such times and in such manner as the parties may mutually agree.

Section 7: Non-Competition

As a condition to the Closing of the transaction contemplated hereby, Malcolm Greer, in his capacity as President and sole shareholder of Seller, shall execute and deliver at the Closing a Non-Competition and Non-Solicitation Agreement (the "Non-Compete Agreement") in form and substance satisfactory to Buyer, restricting Mr. Greer from directly or indirectly engaging in, owning, managing, operating, controlling, financing, or participating in any business that competes with the Product Line Business in the field of consumer products, including home cleaning products and personal care products, for a period of four (4) years following the Closing date.

The geographic scope, specific prohibited activities, and other terms and conditions of the Non-Compete Agreement shall be negotiated and set forth in the Definitive Agreement and the Non-Compete Agreement. The parties acknowledge and agree that the non-competition restrictions shall be limited to consumer products and shall not restrict Mr. Greer's continued ownership, operation, and management of the Retained Business (the Commercial Janitorial Services Division) or any other business activities unrelated to consumer products.

In addition to the non-competition restrictions described above, the Non-Compete Agreement shall include customary restrictions on the solicitation or hiring of transferred employees and the solicitation of customers and suppliers of the Product Line Business for a period coterminous with the non-competition period.

Section 8: Binding Provisions

Notwithstanding the non-binding nature of this Letter as described herein and in Section 10 below, the following provisions of this Letter shall be legally binding and enforceable obligations of the parties, and each party hereby agrees to be bound by such provisions effective as of the date of this Letter:

(a) Exclusivity. From the date of this Letter through March 28, 2023, which constitutes a period of twelve (12) months from the date hereof (the "Exclusivity Period"), Seller agrees that neither Seller nor any of its officers, directors, employees, shareholders, agents, representatives, financial advisors, legal counsel, accountants, or other advisors (collectively, "Seller's Representatives") shall, directly or indirectly:

(i) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry, proposal, expression of interest, or offer from any person or entity (other than Buyer and its affiliates and representatives) relating to an Acquisition Proposal (as defined below);

(ii) participate in, continue, or otherwise engage in any discussions, negotiations, or communications with any person or entity (other than Buyer and its affiliates and representatives) regarding any Acquisition Proposal;

(iii) provide any non-public information or data concerning the Product Line Business, the Acquired Assets, or Seller's financial condition or operations to any person or entity (other than Buyer and its affiliates and representatives) in connection with, or in furtherance of, any Acquisition Proposal; or

(iv) enter into any agreement, arrangement, understanding, term sheet, letter of intent, memorandum of understanding, or other commitment (whether or not legally binding) with any person or entity (other than Buyer and its affiliates) relating to any Acquisition Proposal.

For purposes of this Section 8(a), "Acquisition Proposal" shall mean any proposal, offer, indication of interest, or inquiry regarding any merger, consolidation, business combination, recapitalization, reorganization, sale of all or substantially all assets, sale or issuance of equity interests or voting securities, joint venture, strategic alliance, licensing arrangement, or any other similar transaction involving the Product Line Business or the Acquired Assets, or any portion thereof, other than the transaction contemplated by this Letter.

Seller shall promptly (and in any event within three (3) business days) notify Buyer in writing if Seller or any of Seller's Representatives receives any Acquisition Proposal, or any inquiry, indication of interest, or request for information that could reasonably be expected to lead to an Acquisition Proposal, including the material terms thereof and the identity of the person or entity making such Acquisition Proposal or inquiry.

The Exclusivity Period shall terminate automatically on March 28, 2023, without the requirement of any further action by either party and without any liability on the part of either party with respect to such termination.

(b) Confidentiality. Each party acknowledges that, in connection with the proposed transaction contemplated by this Letter, it has received and may continue to receive or have access to confidential and proprietary information of the other party, including, without limitation, financial data, business plans, customer information, supplier information, product formulations, manufacturing processes, pricing information, marketing strategies, trade secrets, employee information, and other non-public information (collectively, "Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives in violation of this Letter; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party; or (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives, provided that such source is not known by the receiving party to be bound by a confidentiality obligation to the disclosing party.

Each party agrees to keep all Confidential Information of the other party strictly confidential and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except that each party may disclose Confidential Information to its directors, officers, employees, financial advisors, legal counsel, accountants, lenders, prospective lenders, and investors (collectively, "Permitted Recipients") who have a need to know such information in connection with the evaluation, negotiation, and consummation of the proposed transaction, provided that such Permitted Recipients are informed of the confidential nature of such information and are bound by confidentiality obligations at least as restrictive as those contained in this Section 8(b).

Upon the termination of this Letter or the discussions contemplated hereby without the consummation of the proposed transaction, each party shall, upon the written request of the other party, promptly return to the disclosing party or destroy all Confidential Information received from the disclosing party, including all copies, summaries, analyses, compilations, and extracts thereof, and shall certify in writing to the disclosing party that it has done so; provided, however, that the receiving party may retain copies of Confidential Information to the extent required by applicable law, regulation, or professional standards, and such retained copies shall remain subject to the confidentiality obligations set forth herein.

The confidentiality obligations set forth in this Section 8(b) shall survive the termination or expiration of this Letter for a period of two (2) years from the date of such termination or expiration.

This Letter and any disputes arising hereunder or in connection herewith 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 laws 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.

(d) Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to the binding provisions of this Letter, including, without limitation, any dispute regarding the existence, validity, interpretation, performance, breach, or termination of such binding provisions, shall be resolved through binding arbitration administered in New York, New York, in accordance with the commercial arbitration rules of a mutually agreed-upon arbitration body. The arbitration shall be conducted by a single arbitrator mutually selected by the parties. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs, expenses, and attorneys' fees incurred in connection with any such arbitration proceeding.

(e) Public Announcements

Neither party shall issue any press release, public statement, or other public disclosure regarding the existence or contents of this Letter, the proposed transaction, or any of the terms contemplated hereby without the prior written consent of the other party, except as may be required by applicable law, regulation, or legal process, in which case the party required to make such disclosure shall provide the other party with reasonable advance notice of such required disclosure and shall use commercially reasonable efforts to consult with the other party regarding the content thereof prior to its release.

Section 9: Expenses

Each party shall be solely responsible for, and shall bear, all costs and expenses incurred by such party in connection with this Letter and the proposed transaction contemplated hereby, including, without limitation, all fees, costs, and expenses of its legal counsel, financial advisors, investment bankers, accountants, consultants, and other advisors and representatives, whether or not the proposed transaction is consummated. Neither party shall have any obligation to reimburse, indemnify, or otherwise compensate the other party for any such costs or expenses under any circumstances.

Section 10: Non-Binding Nature

Except for the provisions expressly identified as binding in Section 8 above (including Section 8(a) (Exclusivity), Section 8(b) (Confidentiality), Section 8(c) (Governing Law), Section 8(d) (Dispute Resolution), and Section 8(e) (Public Announcements)), this Letter does not constitute a binding agreement between the parties and shall not create any obligation on the part of either party to negotiate or enter into a Definitive Agreement, to consummate the proposed transaction, or to continue discussions regarding the proposed transaction.

The terms and conditions set forth in Sections 1 through 7 and Sections 9 and 10 of this Letter are intended to serve solely as a basis for further discussion between the parties and are subject in all respects to the negotiation, execution, and delivery of a mutually acceptable Definitive Agreement, together with all ancillary agreements, instruments, and documents contemplated thereby. No legally binding obligation with respect to the proposed transaction (other than as set forth in Section 8) shall arise unless and until such Definitive Agreement has been fully negotiated, executed, and delivered by both parties.

Either party may terminate discussions and negotiations at any time prior to the execution and delivery of the Definitive Agreement, for any reason or for no reason, without liability to the other party, except for obligations arising under the binding provisions set forth in Section 8 of this Letter, which shall survive any such termination in accordance with their respective terms.

Section 11: Miscellaneous

Entire Understanding. This Letter constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, and agreements, whether oral or written, between the parties relating to the subject matter hereof.

Amendments. This Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties.

Counterparts. This Letter may be executed in any number of counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Letter shall be in writing and shall be deemed to have been duly given when delivered in person, sent by recognized overnight courier service (with confirmation of delivery), or sent by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may designate by written notice to the other party):

If to Buyer:

Meridian Consumer Brands LLC 440 Park Avenue South, 18th Floor New York, NY 10016

Attention: Gareth Holloway, CEO & Managing Member

with a copy (which shall not constitute notice) to:

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

Attention: Sandra Tung

If to Seller:

Briarwood Home Essentials, Inc. 1175 Creekside Drive, Suite 400 Columbus, OH 43215

Attention: Malcolm Greer, President

with a copy (which shall not constitute notice) to:

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

Attention: Rachel Underwood

Assignment. Neither party may assign or transfer its rights or obligations under this Letter without the prior written consent of the other party; provided, however, that Buyer may, without the consent of Seller, assign its rights (but not its obligations) under this Letter to (i) any direct or indirect affiliate of Buyer, or (ii) any financing source of Buyer as collateral security for Buyer's financing obligations in connection with the proposed transaction, in each case without relieving Buyer of its obligations hereunder.

If the foregoing accurately reflects the understanding between Buyer and Seller regarding the principal terms and conditions of the proposed transaction, please indicate your acceptance by signing and returning a copy of this Letter to the undersigned. We look forward to working with you and your advisors toward the negotiation and execution of a mutually beneficial Definitive Agreement, and we are enthusiastic about the opportunity to bring these discussions to a successful conclusion.

[Signature Page Follows]

Signature Page to Non-Binding Letter of Intent

Very truly yours,

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Gareth Holloway

Title: CEO & Managing Member

Date: March 28, 2022

AGREED TO AND ACCEPTED:

BRIARWOOD HOME ESSENTIALS, INC.

By: ________

Name: Malcolm Greer

Title: President & Sole Shareholder

Date: March 28, 2022

Prepared by Calderwood & Harkness LLP, counsel to Meridian Consumer Brands LLC Matter No. 1011-00005

CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue, 36th Floor New York, NY 10022 Tel: (212) 554-7200 | Fax: (212) 554-7201 www.calderwoodharkness.com
March 28, 2022
Mr. Malcolm Greer President Briarwood Home Essentials, Inc. 1175 Creekside Drive, Suite 400 Columbus, OH 43215
Re: Non-Binding Letter of Intent — Proposed Acquisition of Consumer Product Line Assets
Dear Mr. Greer:
This Letter of Intent (this "LOI" or this "Letter") sets forth the principal terms and conditions pursuant to which Meridian Consumer Brands LLC, a Delaware limited liability company ("Buyer" or "Meridian"), with its principal offices located at 440 Park Avenue South, 18th Floor, New York, NY 10016, proposes to acquire certain assets comprising the consumer product line business of Briarwood Home Essentials, Inc., an Ohio corporation ("Seller" or "Briarwood"), with its principal offices located at 1175 Creekside Drive, Suite 400, Columbus, OH 43215. The assets to be acquired relate specifically to Seller's "CleanLeaf" home cleaning product line and Seller's "PureHaven" personal care product line (collectively, the "Product Line Business" or the "Business"). Buyer and Seller are each referred to herein individually as a "party" and collectively as the "parties."
Except as expressly set forth in Section 8 below, this Letter is not intended to be, and shall not constitute, a legally binding obligation of either party. Rather, this Letter is intended to serve as the basis for the preparation and negotiation of definitive transaction documents reflecting the mutual understanding of the parties as to the principal terms set forth herein. Buyer and Seller each acknowledge that no binding commitment to consummate the transaction described herein shall exist unless and until the parties have negotiated, executed, and delivered a mutually acceptable definitive agreement in accordance with the terms contemplated by this Letter.
The principal terms and conditions of the proposed transaction are as follows:
Section 1: Transaction Structure
The proposed transaction shall be structured as an asset purchase, and not as a stock purchase, equity purchase, merger, or other form of business combination. Buyer shall acquire substantially all of the assets used in, held for use in, or otherwise related to the Product Line Business (collectively, the "Acquired Assets"), including, without limitation, the following:
(a) all inventory related to the CleanLeaf and PureHaven brands, including finished goods, raw materials, work-in-process, packaging materials, and supplies, representing approximately one hundred forty-two (142) active stock keeping units (SKUs) as of the date hereof;
(b) all accounts receivable, notes receivable, and other rights to payment arising from or attributable to the operation of the Product Line Business;
(c) all equipment, machinery, tools, molds, dies, furniture, fixtures, and other tangible personal property used primarily in the operation of the Product Line Business;
(d) all real property interests, including, without limitation, the owned warehouse and distribution center facility located at 500 Commerce Boulevard, West Jefferson, OH 43162, together with all improvements, appurtenances, and fixtures located thereon;
(e) all rights, title, and interest of Seller under the lease for the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Lease"), subject to the receipt of the requisite landlord consent from Buckeye Industrial Properties LLC (the "Landlord");
(f) all intellectual property associated with the CleanLeaf and PureHaven brands, including, without limitation, all trademarks, service marks, trade names, trade dress, logos, brand names, domain names, social media accounts, product formulations, manufacturing processes, recipes, trade secrets, know-how, patents and patent applications (if any), copyrights, and all registrations and applications for registration related thereto, together with all goodwill associated therewith;
(g) all customer contracts, purchase orders, and other agreements with customers of the Product Line Business, currently estimated at approximately twenty-three (23) contracts with major retailers (collectively, the "Customer Contracts");
(h) all supply agreements, vendor agreements, co-manufacturing agreements, logistics agreements, and other contracts and agreements related to the operation of the Product Line Business;
(i) all permits, licenses, registrations, certifications, and regulatory approvals related to the Product Line Business, to the extent transferable under applicable law;
(j) all books, records, files, data, correspondence, product specifications, quality assurance records, marketing materials, customer lists, supplier lists, pricing information, and other documents and information related to the Product Line Business; and
(k) all goodwill associated with the Product Line Business.
At the Closing (as defined in Section 5 below), Buyer shall assume certain specified liabilities related to the Product Line Business (the "Assumed Liabilities"), including trade payables arising in the ordinary course of business, accrued product warranty obligations, and other liabilities arising from the operation of the Business, in each case as shall be more specifically defined and set forth in the Definitive Agreement.
Notwithstanding the foregoing, the following assets shall be excluded from the transaction and retained by Seller (the "Excluded Assets"):
(a) Seller's Commercial Janitorial Services Division (the "Retained Business"), including all assets, contracts, employees, and liabilities related thereto;
(b) the corporate headquarters lease for the premises located at 1175 Creekside Drive, Columbus, OH 43215, and all leasehold improvements and fixtures related thereto;
(c) all cash, cash equivalents, bank accounts, and short-term investments of Briarwood; and
(d) all tax refunds, credits, or rebates attributable to pre-closing tax periods.
Buyer shall not assume any liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"). Excluded Liabilities shall include, without limitation, all liabilities not expressly assumed by Buyer, all pre-closing liabilities not related to the Acquired Assets, all indebtedness for borrowed money, all intercompany obligations, all liabilities arising from the Retained Business, and all liabilities for taxes of Seller attributable to pre-closing periods.
Section 2: Purchase Price
The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the adjustments described herein.
The Purchase Price shall be comprised of the following components:
(a) Cash at Closing. At the Closing, Buyer shall pay to Seller (or as Seller may direct) an amount equal to Eighty-Seven Million Dollars ($87,000,000) in immediately available funds by wire transfer to one or more accounts designated by Seller in writing prior to the Closing (the "Closing Cash Consideration").
(b) Earnout Consideration. In addition to the Closing Cash Consideration, Buyer shall pay to Seller up to Eight Million Dollars ($8,000,000) in contingent earnout consideration (the "Earnout"), payable upon the achievement of certain post-closing revenue milestones. The Earnout shall be conditioned upon the Year 1 product line revenue of the Acquired Business (measured for the twelve (12) month period commencing on the Closing date) equaling or exceeding Seventy-Two Million Dollars ($72,000,000). The specific terms, conditions, measurement period, calculation methodology, dispute resolution mechanism, payment timing, and any acceleration provisions relating to the Earnout shall be negotiated in good faith and set forth in the Definitive Agreement.
The Purchase Price shall be subject to customary post-closing adjustments based upon the working capital of the Product Line Business as of the Closing, calculated in accordance with a methodology and target working capital amount to be negotiated and set forth in the Definitive Agreement. The parties anticipate that the working capital adjustment mechanism will include a preliminary estimate delivered at Closing, a post-closing true-up calculation, and a dispute resolution process for any disagreements regarding the final calculation.
The parties acknowledge and agree that no break-up fee, termination fee, or similar payment shall be payable by either party to the other party in the event that the transaction contemplated by this Letter does not close for any reason.
Section 3: Escrow and Indemnification
At the Closing, an amount equal to ten percent (10%) of the Purchase Price — specifically, Nine Million Five Hundred Thousand Dollars ($9,500,000) (the "Escrow Amount") — shall be deposited by Buyer into an escrow account established with a nationally recognized financial institution mutually agreed upon by the parties (the "Escrow Agent"). The Escrow Amount shall be held by the Escrow Agent for a period of twenty-four (24) months following the Closing date to secure Seller's indemnification obligations under the Definitive Agreement. The Escrow Amount shall be the Buyer's primary, but not sole, recourse for indemnification claims, except with respect to claims arising from fraud or intentional misrepresentation.
The Definitive Agreement shall contain customary representations and warranties by each party, including, with respect to Seller, representations and warranties regarding organization and authority, title to assets, financial statements, absence of undisclosed liabilities, compliance with laws, intellectual property, material contracts, employee matters, environmental matters, tax matters, litigation, product liability, and other matters customary for transactions of this type. The Definitive Agreement shall also contain customary indemnification provisions, which shall include, among other things, the following parameters:
(a) Indemnification Cap. The aggregate liability of Seller for indemnification claims arising from breaches of general representations and warranties shall not exceed thirty-five percent (35%) of the Purchase Price, which equals Thirty-Three Million Two Hundred Fifty Thousand Dollars ($33,250,000). This cap shall not apply to breaches of fundamental representations and warranties, fraud, or intentional misrepresentation.
(b) Deductible Basket. A deductible basket, structured as a tipping basket (i.e., first-dollar recovery once the threshold is exceeded), in an amount equal to one percent (1%) of the Purchase Price, which equals Nine Hundred Fifty Thousand Dollars ($950,000), shall apply to indemnification claims arising from breaches of general representations and warranties. Once the aggregate amount of qualifying indemnification claims exceeds the deductible basket amount, Buyer shall be entitled to recover the full amount of such claims from the first dollar, subject to the indemnification cap.
(c) Survival Periods. General representations and warranties made by each party in the Definitive Agreement shall survive for a period of twenty-four (24) months following the Closing date. Fundamental representations and warranties (which shall include, at a minimum, representations and warranties regarding organization, authorization, capitalization, title to assets, and tax matters) shall survive indefinitely. The specific categorization of representations as "general" or "fundamental" shall be negotiated and set forth in the Definitive Agreement.
The specific terms and conditions of the escrow arrangement, including the investment of escrowed funds, the procedures for making and resolving claims against the Escrow Amount, the release schedule, and the distribution of any remaining balance, shall be set forth in a separate Escrow Agreement to be negotiated, agreed upon, and executed by the parties and the Escrow Agent simultaneously with the Closing.
Section 4: Due Diligence
Buyer shall be afforded a customary and thorough due diligence review of the Product Line Business, including full and complete access to Seller's books, records, financial statements, tax returns, contracts, real property, equipment, facilities, key personnel, management, advisors, accountants, and such other information and materials as Buyer may reasonably request. Seller shall provide reasonable access to a virtual data room (the "Data Room"), which shall be organized in a manner acceptable to Buyer and populated with all documents and information reasonably requested by Buyer or its representatives. Seller shall respond to Buyer's due diligence requests in a timely manner and shall use commercially reasonable efforts to make available to Buyer and its advisors such additional information and access as may be reasonably requested.
Due diligence is expected to commence promptly following the execution of this Letter by both parties and shall continue for a period as mutually agreed by the parties. The parties shall cooperate in good faith to establish a reasonable timetable for the completion of due diligence activities.
Buyer's obligation to consummate the transaction contemplated by this Letter shall be conditioned upon, among other things, Buyer's satisfactory completion of its due diligence review of the Product Line Business, including, without limitation, its review of legal, financial, accounting, tax, environmental, operational, regulatory, intellectual property, and human resources matters, in Buyer's sole and absolute discretion. The parties acknowledge that Buyer has not yet commenced its due diligence review and that the terms set forth in this Letter are based on preliminary information made available to Buyer prior to the date hereof.
Section 5: Definitive Agreement and Closing Conditions
The parties shall negotiate in good faith toward the execution of a definitive Asset Purchase Agreement (the "Definitive Agreement" or the "APA"), together with all schedules, exhibits, and ancillary documents contemplated thereby, including, without limitation, the following:
(a) a Bill of Sale and Assignment, pursuant to which Seller shall transfer and convey all Acquired Assets to Buyer;
(b) an Assignment and Assumption Agreement, pursuant to which Buyer shall assume the Assumed Liabilities;
(c) an intellectual Property Assignment Agreement, pursuant to which Seller shall assign and transfer to Buyer all intellectual property rights included in the Acquired Assets;
(d) a Transition Services Agreement (the "TSA"), setting forth the terms and conditions under which Seller shall provide certain transitional services to Buyer for a limited period following the Closing to facilitate the orderly transfer of the Product Line Business;
(e) an Escrow Agreement, to be entered into among Buyer, Seller, and the Escrow Agent;
(f) a Non-Competition and Non-Solicitation Agreement, to be executed by Malcolm Greer, as more specifically described in Section 7 below; and
(g) such other ancillary agreements, instruments, and documents as may be necessary or desirable to consummate the transactions contemplated hereby.
The obligation of each party to consummate the transaction shall be subject to the satisfaction or waiver of customary conditions precedent, including, without limitation, the following:
(a) the execution and delivery by each party of the Definitive Agreement and all ancillary documents required to be delivered at the Closing;
(b) the satisfactory completion of Buyer's due diligence review of the Product Line Business;
(c) the receipt of all required regulatory approvals, consents, and clearances, if any (the parties note that, based on current Hart-Scott-Rodino Act reporting thresholds and the anticipated Purchase Price, an HSR filing is not anticipated to be required in connection with the proposed transaction; provided, however, that the parties shall cooperate to confirm the applicability of such requirements prior to Closing);
(d) the receipt of all required third-party consents, including (i) the consent of Buckeye Industrial Properties LLC, as landlord under the Marysville Lease, to the assignment of such lease to Buyer, and (ii) assignment or change-of-control consents under Customer Contracts and other material contracts containing provisions requiring such consent;
(e) the accuracy in all material respects of the representations and warranties of each party as of the date of the Definitive Agreement and as of the Closing date (or, with respect to representations and warranties that are qualified by materiality, the accuracy in all respects of such representations and warranties);
(f) the absence of any material adverse change in the business, operations, assets, financial condition, or prospects of the Product Line Business between the date of this Letter and the Closing date;
(g) Buyer's having obtained financing for the transaction on terms satisfactory to Buyer in its sole discretion; and
(h) the execution and delivery of offer letters by those employees of Seller who are primarily engaged in the Product Line Business and who are designated by Buyer as transferring employees.
Section 6: Employees
Buyer intends to offer employment to substantially all employees of Seller who are primarily engaged in the Product Line Business. The parties currently estimate that approximately one hundred eighty-six (186) employees of Seller are primarily engaged in the operation of the Product Line Business. Buyer's offers of employment to such employees shall be on terms and conditions to be determined by Buyer, and shall be subject to Buyer's customary hiring practices, including background checks, verification of eligibility to work in the United States, and such other conditions as Buyer may reasonably impose.
The specific terms, conditions, timing, and other details regarding the transition of employees, including, without limitation, matters relating to compensation, benefits, seniority credit, accrued vacation and paid time off, retention arrangements, and compliance with the Worker Adjustment and Retraining Notification Act (the "WARN Act") and analogous state laws, shall be negotiated and set forth in the Definitive Agreement.
Seller shall cooperate with Buyer, and shall cause its officers and human resources personnel to cooperate with Buyer, in order to facilitate an orderly transition of employees from Seller to Buyer, including by providing Buyer with reasonable access to employee records and information and by assisting Buyer in communicating with employees regarding the proposed transaction, in each case at such times and in such manner as the parties may mutually agree.
Section 7: Non-Competition
As a condition to the Closing of the transaction contemplated hereby, Malcolm Greer, in his capacity as President and sole shareholder of Seller, shall execute and deliver at the Closing a Non-Competition and Non-Solicitation Agreement (the "Non-Compete Agreement") in form and substance satisfactory to Buyer, restricting Mr. Greer from directly or indirectly engaging in, owning, managing, operating, controlling, financing, or participating in any business that competes with the Product Line Business in the field of consumer products, including home cleaning products and personal care products, for a period of four (4) years following the Closing date.
The geographic scope, specific prohibited activities, and other terms and conditions of the Non-Compete Agreement shall be negotiated and set forth in the Definitive Agreement and the Non-Compete Agreement. The parties acknowledge and agree that the non-competition restrictions shall be limited to consumer products and shall not restrict Mr. Greer's continued ownership, operation, and management of the Retained Business (the Commercial Janitorial Services Division) or any other business activities unrelated to consumer products.
In addition to the non-competition restrictions described above, the Non-Compete Agreement shall include customary restrictions on the solicitation or hiring of transferred employees and the solicitation of customers and suppliers of the Product Line Business for a period coterminous with the non-competition period.
Section 8: Binding Provisions
Notwithstanding the non-binding nature of this Letter as described herein and in Section 10 below, the following provisions of this Letter shall be legally binding and enforceable obligations of the parties, and each party hereby agrees to be bound by such provisions effective as of the date of this Letter:
(a) Exclusivity.  From the date of this Letter through March 28, 2023, which constitutes a period of twelve (12) months from the date hereof (the "Exclusivity Period"), Seller agrees that neither Seller nor any of its officers, directors, employees, shareholders, agents, representatives, financial advisors, legal counsel, accountants, or other advisors (collectively, "Seller's Representatives") shall, directly or indirectly:
(i) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry, proposal, expression of interest, or offer from any person or entity (other than Buyer and its affiliates and representatives) relating to an Acquisition Proposal (as defined below);
(ii) participate in, continue, or otherwise engage in any discussions, negotiations, or communications with any person or entity (other than Buyer and its affiliates and representatives) regarding any Acquisition Proposal;
(iii) provide any non-public information or data concerning the Product Line Business, the Acquired Assets, or Seller's financial condition or operations to any person or entity (other than Buyer and its affiliates and representatives) in connection with, or in furtherance of, any Acquisition Proposal; or
(iv) enter into any agreement, arrangement, understanding, term sheet, letter of intent, memorandum of understanding, or other commitment (whether or not legally binding) with any person or entity (other than Buyer and its affiliates) relating to any Acquisition Proposal.
For purposes of this Section 8(a), "Acquisition Proposal" shall mean any proposal, offer, indication of interest, or inquiry regarding any merger, consolidation, business combination, recapitalization, reorganization, sale of all or substantially all assets, sale or issuance of equity interests or voting securities, joint venture, strategic alliance, licensing arrangement, or any other similar transaction involving the Product Line Business or the Acquired Assets, or any portion thereof, other than the transaction contemplated by this Letter.
Seller shall promptly (and in any event within three (3) business days) notify Buyer in writing if Seller or any of Seller's Representatives receives any Acquisition Proposal, or any inquiry, indication of interest, or request for information that could reasonably be expected to lead to an Acquisition Proposal, including the material terms thereof and the identity of the person or entity making such Acquisition Proposal or inquiry.
The Exclusivity Period shall terminate automatically on March 28, 2023, without the requirement of any further action by either party and without any liability on the part of either party with respect to such termination.
(b) Confidentiality.  Each party acknowledges that, in connection with the proposed transaction contemplated by this Letter, it has received and may continue to receive or have access to confidential and proprietary information of the other party, including, without limitation, financial data, business plans, customer information, supplier information, product formulations, manufacturing processes, pricing information, marketing strategies, trade secrets, employee information, and other non-public information (collectively, "Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives in violation of this Letter; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party; or (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives, provided that such source is not known by the receiving party to be bound by a confidentiality obligation to the disclosing party.
Each party agrees to keep all Confidential Information of the other party strictly confidential and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except that each party may disclose Confidential Information to its directors, officers, employees, financial advisors, legal counsel, accountants, lenders, prospective lenders, and investors (collectively, "Permitted Recipients") who have a need to know such information in connection with the evaluation, negotiation, and consummation of the proposed transaction, provided that such Permitted Recipients are informed of the confidential nature of such information and are bound by confidentiality obligations at least as restrictive as those contained in this Section 8(b).
Upon the termination of this Letter or the discussions contemplated hereby without the consummation of the proposed transaction, each party shall, upon the written request of the other party, promptly return to the disclosing party or destroy all Confidential Information received from the disclosing party, including all copies, summaries, analyses, compilations, and extracts thereof, and shall certify in writing to the disclosing party that it has done so; provided, however, that the receiving party may retain copies of Confidential Information to the extent required by applicable law, regulation, or professional standards, and such retained copies shall remain subject to the confidentiality obligations set forth herein.
The confidentiality obligations set forth in this Section 8(b) shall survive the termination or expiration of this Letter for a period of two (2) years from the date of such termination or expiration.
(c) Governing Law
This Letter and any disputes arising hereunder or in connection herewith 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 laws 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.
(d) Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to the binding provisions of this Letter, including, without limitation, any dispute regarding the existence, validity, interpretation, performance, breach, or termination of such binding provisions, shall be resolved through binding arbitration administered in New York, New York, in accordance with the commercial arbitration rules of a mutually agreed-upon arbitration body. The arbitration shall be conducted by a single arbitrator mutually selected by the parties. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs, expenses, and attorneys' fees incurred in connection with any such arbitration proceeding.
(e) Public Announcements
Neither party shall issue any press release, public statement, or other public disclosure regarding the existence or contents of this Letter, the proposed transaction, or any of the terms contemplated hereby without the prior written consent of the other party, except as may be required by applicable law, regulation, or legal process, in which case the party required to make such disclosure shall provide the other party with reasonable advance notice of such required disclosure and shall use commercially reasonable efforts to consult with the other party regarding the content thereof prior to its release.
Section 9: Expenses
Each party shall be solely responsible for, and shall bear, all costs and expenses incurred by such party in connection with this Letter and the proposed transaction contemplated hereby, including, without limitation, all fees, costs, and expenses of its legal counsel, financial advisors, investment bankers, accountants, consultants, and other advisors and representatives, whether or not the proposed transaction is consummated. Neither party shall have any obligation to reimburse, indemnify, or otherwise compensate the other party for any such costs or expenses under any circumstances.
Section 10: Non-Binding Nature
Except for the provisions expressly identified as binding in Section 8 above (including Section 8(a) (Exclusivity), Section 8(b) (Confidentiality), Section 8(c) (Governing Law), Section 8(d) (Dispute Resolution), and Section 8(e) (Public Announcements)), this Letter does not constitute a binding agreement between the parties and shall not create any obligation on the part of either party to negotiate or enter into a Definitive Agreement, to consummate the proposed transaction, or to continue discussions regarding the proposed transaction.
The terms and conditions set forth in Sections 1 through 7 and Sections 9 and 10 of this Letter are intended to serve solely as a basis for further discussion between the parties and are subject in all respects to the negotiation, execution, and delivery of a mutually acceptable Definitive Agreement, together with all ancillary agreements, instruments, and documents contemplated thereby. No legally binding obligation with respect to the proposed transaction (other than as set forth in Section 8) shall arise unless and until such Definitive Agreement has been fully negotiated, executed, and delivered by both parties.
Either party may terminate discussions and negotiations at any time prior to the execution and delivery of the Definitive Agreement, for any reason or for no reason, without liability to the other party, except for obligations arising under the binding provisions set forth in Section 8 of this Letter, which shall survive any such termination in accordance with their respective terms.
Section 11: Miscellaneous
Entire Understanding. This Letter constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, and agreements, whether oral or written, between the parties relating to the subject matter hereof.
Amendments. This Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties.
Counterparts. This Letter may be executed in any number of counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Letter shall be in writing and shall be deemed to have been duly given when delivered in person, sent by recognized overnight courier service (with confirmation of delivery), or sent by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may designate by written notice to the other party):
If to Buyer:
Meridian Consumer Brands LLC 440 Park Avenue South, 18th Floor New York, NY 10016
Attention: Gareth Holloway, CEO & Managing Member
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022
Attention: Sandra Tung
If to Seller:
Briarwood Home Essentials, Inc. 1175 Creekside Drive, Suite 400 Columbus, OH 43215
Attention: Malcolm Greer, President
with a copy (which shall not constitute notice) to:
Caldwell, Pruitt & Shaw LLP 41 South High Street, Suite 2800 Columbus, OH 43215
Attention: Rachel Underwood
Assignment. Neither party may assign or transfer its rights or obligations under this Letter without the prior written consent of the other party; provided, however, that Buyer may, without the consent of Seller, assign its rights (but not its obligations) under this Letter to (i) any direct or indirect affiliate of Buyer, or (ii) any financing source of Buyer as collateral security for Buyer's financing obligations in connection with the proposed transaction, in each case without relieving Buyer of its obligations hereunder.
If the foregoing accurately reflects the understanding between Buyer and Seller regarding the principal terms and conditions of the proposed transaction, please indicate your acceptance by signing and returning a copy of this Letter to the undersigned. We look forward to working with you and your advisors toward the negotiation and execution of a mutually beneficial Definitive Agreement, and we are enthusiastic about the opportunity to bring these discussions to a successful conclusion.
[Signature Page Follows]
Signature Page to Non-Binding Letter of Intent
Very truly yours,
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Gareth Holloway
Title: CEO & Managing Member
Date: March 28, 2022
AGREED TO AND ACCEPTED:
BRIARWOOD HOME ESSENTIALS, INC.
By: ________
Name: Malcolm Greer
Title: President & Sole Shareholder
Date: March 28, 2022
Prepared by Calderwood & Harkness LLP, counsel to Meridian Consumer Brands LLC Matter No. 1011-00005

March 28, 2022

MERIDIAN CONSUMER BRANDS LLC

AGREED TO AND ACCEPTED:

BRIARWOOD HOME ESSENTIALS, INC.

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