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BILL OF SALE

PureGlow Personal-Care Product Line — Tangible Acquired Assets

Execution Date: [●], 2025

This BILL OF SALE (this "Bill of Sale") is executed and delivered as of [●], 2025 (the "Closing Date"), pursuant to that certain Asset Purchase Agreement, dated as of May [●], 2025 (the "Asset Purchase Agreement"), by and between Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), and Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement.

RECITALS

WHEREAS:

A. Seller and Buyer entered into the Asset Purchase Agreement dated as of May [●], 2025, pursuant to which Seller has agreed to sell, transfer, convey, assign, and deliver to Buyer, and Buyer has agreed to purchase and accept from Seller, certain assets constituting the PureGlow personal-care product line (the "PureGlow Product Line"), upon the terms and subject to the conditions set forth therein. The Asset Purchase Agreement provides for a total Purchase Price of Forty Million Dollars ($40,000,000), subject to adjustment as set forth therein.

B. Among the Acquired Assets to be transferred under the Asset Purchase Agreement are certain tangible personal property assets, including inventory and manufacturing equipment, associated with the PureGlow Product Line (collectively, the "Tangible Acquired Assets"). The PureGlow Product Line consists of PureGlow-branded body wash, lotion, facial cleanser, and hand soap products encompassing twenty-three (23) stock keeping units ("SKUs") across four (4) product categories. The Tangible Acquired Assets are located primarily at the manufacturing facility at 2200 Dryden Road, Dayton, OH 45439, a 127,000 square-foot leased manufacturing and distribution plant (the "Dayton Facility"), and, to a limited extent, at Seller's corporate headquarters located at 450 Park Avenue South, 14th Floor, New York, NY 10016.

C. This Bill of Sale is being executed and delivered pursuant to Section [●] of the Asset Purchase Agreement as a closing deliverable required under the Asset Purchase Agreement to evidence and effectuate the transfer of title to the Tangible Acquired Assets from Seller to Buyer on the Closing Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1 — TRANSFER OF TANGIBLE ACQUIRED ASSETS

1.1 Conveyance. Seller hereby irrevocably sells, transfers, conveys, assigns, and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all of Seller's right, title, and interest in and to all of the Tangible Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), each as defined in the Asset Purchase Agreement. The transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets to Buyer pursuant to this Bill of Sale shall be effective as of the Closing Date and shall be deemed to have occurred simultaneously with the other transactions contemplated by the Asset Purchase Agreement to occur on the Closing Date.

1.2 Description of Tangible Acquired Assets

The Tangible Acquired Assets transferred, conveyed, assigned, and delivered hereby include, without limitation, the following categories of tangible personal property associated with the PureGlow Product Line:

(a) Inventory. All finished goods, raw materials, work-in-process, packaging materials (including but not limited to bottles, caps, labels, cartons, and shrink-wrap), supplies, samples, and other inventory of every kind and description related to or used or held for use in connection with the PureGlow Product Line, wherever located (including, without limitation, inventory located at the Dayton Facility, at any third-party warehouse or distribution center, or in transit). The inventory encompasses twenty-three (23) SKUs across four (4) product categories: body wash, lotion, facial cleanser, and hand soap. The allocated value of such inventory, as determined in accordance with the Purchase Price Allocation agreed upon by the Parties pursuant to Section [●] of the Asset Purchase Agreement and in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended ("IRC § 1060"), and the Treasury Regulations promulgated thereunder, is Eight Million Two Hundred Thousand Dollars ($8,200,000). A complete and detailed schedule of all inventory transferred hereby, organized by item, SKU number, product description, product category, location, quantity, and unit cost, is set forth on Exhibit A attached hereto and incorporated herein by reference (the "Inventory Schedule").

(b) Manufacturing Equipment and Tangible Personal Property. All machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, replacement components, conveyor systems, mixing and blending apparatus, filling line equipment, packaging line equipment, quality-control and testing instruments, computer hardware and peripherals (to the extent used exclusively or primarily in connection with the PureGlow Product Line), and all other tangible personal property of every kind and description used exclusively or primarily in connection with the manufacture, formulation, compounding, packaging, labeling, storage, quality assurance, and distribution of PureGlow products. Such manufacturing equipment and tangible personal property is located at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439. The allocated value of such manufacturing equipment and tangible personal property, as determined in accordance with the Purchase Price Allocation agreed upon by the Parties pursuant to Section [●] of the Asset Purchase Agreement and IRC § 1060, is Four Million Six Hundred Thousand Dollars ($4,600,000). A complete and detailed schedule of all manufacturing equipment and tangible personal property transferred hereby, organized by asset tag or identification number, description, serial number (if applicable), location, condition, and net book value, is set forth on Exhibit B attached hereto and incorporated herein by reference (the "Equipment Schedule").

1.3 Aggregate Allocated Value

The aggregate allocated value of all Tangible Acquired Assets transferred, conveyed, assigned, and delivered pursuant to this Bill of Sale is Twelve Million Eight Hundred Thousand Dollars ($12,800,000), consisting of (i) Eight Million Two Hundred Thousand Dollars ($8,200,000) allocated to inventory and (ii) Four Million Six Hundred Thousand Dollars ($4,600,000) allocated to manufacturing equipment and tangible personal property, in each case as determined in accordance with the Purchase Price Allocation agreed upon by the Parties under Section [●] of the Asset Purchase Agreement and the requirements of IRC § 1060. For the avoidance of doubt, the Tangible Acquired Assets constitute a portion of the total Acquired Assets being transferred under the Asset Purchase Agreement, and the aggregate allocated value set forth in this Section 1.3 represents a component of the total Purchase Price of Forty Million Dollars ($40,000,000).

SECTION 2 — "AS IS, WHERE IS" CONVEYANCE; REPRESENTATIONS IN THE APA

2.1 As Is, Where Is

EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE [●] OF THE ASSET PURCHASE AGREEMENT, THE TANGIBLE ACQUIRED ASSETS ARE BEING TRANSFERRED, CONVEYED, ASSIGNED, AND DELIVERED TO BUYER ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS AND WITHOUT RECOURSE TO SELLER. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN THIS BILL OF SALE WITH RESPECT TO THE TANGIBLE ACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CONDITION, QUALITY, SUITABILITY, DURABILITY, OPERABILITY, ABSENCE OF LATENT OR PATENT DEFECTS, ACCURACY OR COMPLETENESS OF ANY ASSET SCHEDULES OR DESCRIPTIONS, OR ANY OTHER WARRANTY ARISING BY OPERATION OF LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW, AND ANALYSIS OF THE TANGIBLE ACQUIRED ASSETS AND HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OF SELLER OTHER THAN THOSE EXPRESSLY SET FORTH IN THE ASSET PURCHASE AGREEMENT.

2.2 Representations and Warranties in the APA Control

The representations and warranties of Seller with respect to the Acquired Assets (including the Tangible Acquired Assets) are set forth exclusively in the Asset Purchase Agreement. Nothing in this Bill of Sale shall be deemed to expand, limit, supplement, or otherwise modify any of the representations, warranties, covenants, agreements, or indemnification obligations of Seller or Buyer set forth in the Asset Purchase Agreement. In the event Buyer has or may have any claim arising out of or relating to the condition, quality, operability, suitability, or value of any Tangible Acquired Asset, or any alleged breach of a representation, warranty, or covenant of Seller with respect thereto, Buyer's sole and exclusive remedies shall be as set forth in Article [●] (Indemnification) of the Asset Purchase Agreement, subject to the limitations, thresholds, caps, baskets, and other provisions contained therein. Buyer expressly waives, to the fullest extent permitted by applicable law, any right to seek remedies against Seller under this Bill of Sale independent of or in addition to the remedies provided in the Asset Purchase Agreement.

SECTION 3 — NO ADDITIONAL LIABILITIES

This Bill of Sale shall not be construed to impose upon Buyer any liabilities, obligations, debts, claims, or responsibilities of any kind, whether known or unknown, fixed or contingent, matured or unmatured, other than the Assumed Liabilities as defined in and expressly assumed by Buyer pursuant to the terms of the Asset Purchase Agreement. Seller retains and shall remain solely responsible for all Excluded Liabilities as defined in the Asset Purchase Agreement. Nothing contained herein shall be deemed to create, or shall be construed as creating, any obligation on the part of Buyer to assume or pay any liability or obligation of Seller that is not an Assumed Liability under the Asset Purchase Agreement.

SECTION 4 — FURTHER ASSURANCES

From and after the Closing Date, Seller shall, at the reasonable written request of Buyer and at Buyer's sole cost and expense (including reasonable out-of-pocket expenses incurred by Seller in connection therewith), execute and deliver, or cause to be executed and delivered, such additional instruments of transfer, conveyance, assignment, and confirmation, including without limitation bills of sale, endorsements, assignments, and other documents, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to more fully and effectively transfer, convey, and assign to Buyer good and marketable title to the Tangible Acquired Assets transferred hereby. Without limiting the generality of the foregoing, Seller shall cooperate with Buyer in good faith in connection with any re-titling, re-registration, or transfer of certificates of title or other documentation relating to any transferred equipment, vehicles, or other tangible personal property that may require such re-titling, re-registration, or transfer under applicable law. All such cooperation obligations shall be subject to the terms and limitations set forth in Section [●] of the Asset Purchase Agreement.

SECTION 5 — CONFLICTS WITH THE ASSET PURCHASE 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 Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern, control, and prevail in all respects. This Bill of Sale is intended solely as an instrument of transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets and is not intended to, and shall not be construed to, modify, amend, supplement, restate, or supersede the Asset Purchase Agreement in any manner whatsoever.

SECTION 6 — 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 successors, heirs, legal representatives, and permitted assigns, in each case in accordance with and subject to the terms and conditions of the Asset Purchase Agreement governing assignment and transfer of rights and obligations thereunder. Neither Party may assign its rights or obligations under this Bill of Sale except in connection with a permitted assignment of the Asset Purchase Agreement in accordance with the terms thereof.

SECTION 7 — GOVERNING LAW

This Bill of Sale shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules, provisions, or principles thereof (whether of the State of New York or any other jurisdiction) that would result in the application of the substantive laws of any other jurisdiction.

SECTION 8 — COUNTERPARTS

This Bill of Sale may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Bill of Sale by facsimile, electronic mail, or other electronic transmission (including in portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 9 — AMENDMENT

This Bill of Sale may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by each of Seller and Buyer, or their respective successors or permitted assigns, expressly stating such Party's intention to amend, modify, supplement, restate, or waive the terms of this Bill of Sale.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO BILL OF SALE PureGlow Personal-Care Product Line — Tangible Acquired Assets

IN WITNESS WHEREOF, the Parties have caused this Bill of Sale to be duly executed and delivered as of the date first set forth above.

SELLER:

MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company

By: ________

Name: Catherine Albrecht

Title: Chief Executive Officer

Date: ________

BUYER (ACKNOWLEDGMENT OF ACCEPTANCE):

LAKEBRIDGE HOME & PERSONAL CARE, INC., an Ohio corporation

By: ________

Name: Thomas Brennan III

Title: Chairman & Chief Executive Officer

Date: ________

EXHIBIT A

INVENTORY SCHEDULE

Schedule of PureGlow Inventory Transferred

The following sets forth all finished goods, raw materials, work-in-process, packaging materials, supplies, and other inventory related to the PureGlow Product Line being transferred from Meridian Consumer Brands LLC ("Seller") to Lakebridge Home & Personal Care, Inc. ("Buyer") pursuant to the Bill of Sale dated as of [●], 2025 (the "Bill of Sale"), as of the Closing Date. This Exhibit A is incorporated into and made a part of the Bill of Sale.

Instructions and Notes:

• This Inventory Schedule covers twenty-three (23) SKUs across four (4) product categories: body wash, lotion, facial cleanser, and hand soap.

• Inventory is located primarily at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439, unless otherwise indicated.

• Aggregate allocated value of all inventory listed herein: $8,200,000 (at cost), as determined in accordance with the Purchase Price Allocation under IRC § 1060.

• Final quantities and unit costs are to be determined as of the Closing Date based on a physical inventory count conducted jointly by Seller and Buyer (or their respective representatives) in accordance with Section [●] of the Asset Purchase Agreement and are subject to the post-closing net working capital true-up procedures set forth in Section [●] of the Asset Purchase Agreement (NWC Target of $6,350,000, with a collar of plus or minus $250,000 and a ninety (90)-day true-up period following the Closing Date).

Note: The above table is illustrative of the format. The complete schedule shall include all twenty-three (23) SKUs and will be populated based on the physical inventory count conducted as of the Closing Date. Additional line items for raw materials, work-in-process, packaging materials, and supplies will be appended as separate sub-schedules below.

[To be completed as of the Closing Date based on physical inventory count conducted in accordance with the Asset Purchase Agreement.]

EXHIBIT B

EQUIPMENT SCHEDULE

Schedule of Manufacturing Equipment and Tangible Personal Property Transferred

The following sets forth all machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, and other tangible personal property used in connection with the PureGlow Product Line being transferred from Meridian Consumer Brands LLC ("Seller") to Lakebridge Home & Personal Care, Inc. ("Buyer") pursuant to the Bill of Sale dated as of [●], 2025 (the "Bill of Sale"). This Exhibit B is incorporated into and made a part of the Bill of Sale.

Instructions and Notes:

• All equipment and tangible personal property listed herein is located at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439, unless otherwise indicated.

• Aggregate allocated value of all manufacturing equipment and tangible personal property listed herein: $4,600,000, as determined in accordance with the Purchase Price Allocation under IRC § 1060.

• Condition designations: "Excellent" — fully operational, less than two (2) years in service; "Good" — fully operational, normal wear; "Fair" — operational with minor maintenance required; "Requires Repair" — not currently operational, repair needed.

• This schedule is based on Seller's fixed asset register as of the Closing Date and is subject to verification by Buyer during the Closing Date asset inspection.

Note: The above table is illustrative of the format. The complete schedule shall be populated based on Seller's final fixed asset register as of the Closing Date and shall include all machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, and other tangible personal property used exclusively or primarily in connection with the PureGlow Product Line at the Dayton Facility.

[To be completed based on final asset register as of the Closing Date.]

Item / SKU Number	Product Description	Product Category	Location	Quantity (Units)	Unit Cost ($)
[To be completed]	[To be completed]	Body Wash	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Body Wash	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Lotion	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Lotion	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Facial Cleanser	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Facial Cleanser	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Hand Soap	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	Hand Soap	Dayton Facility	[To be completed]	[To be completed]
...	...	...	...	...	...
TOTAL — Aggregate Allocated Value of Inventory	$8,200,000
Asset Tag / ID Number	Description of Equipment	Serial Number	Location	Condition	Net Book Value ($)
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
[To be completed]	[To be completed]	[To be completed]	Dayton Facility	[To be completed]	[To be completed]
...	...	...	...	...	...
TOTAL — Aggregate Allocated Value of Equipment and Tangible Personal Property	$4,600,000

BILL OF SALE
PureGlow Personal-Care Product Line — Tangible Acquired Assets
Execution Date: [●], 2025
This BILL OF SALE (this "Bill of Sale") is executed and delivered as of [●], 2025 (the "Closing Date"), pursuant to that certain Asset Purchase Agreement, dated as of May [●], 2025 (the "Asset Purchase Agreement"), by and between Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), and Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement.
RECITALS
WHEREAS:
A. Seller and Buyer entered into the Asset Purchase Agreement dated as of May [●], 2025, pursuant to which Seller has agreed to sell, transfer, convey, assign, and deliver to Buyer, and Buyer has agreed to purchase and accept from Seller, certain assets constituting the PureGlow personal-care product line (the "PureGlow Product Line"), upon the terms and subject to the conditions set forth therein. The Asset Purchase Agreement provides for a total Purchase Price of Forty Million Dollars ($40,000,000), subject to adjustment as set forth therein.
B. Among the Acquired Assets to be transferred under the Asset Purchase Agreement are certain tangible personal property assets, including inventory and manufacturing equipment, associated with the PureGlow Product Line (collectively, the "Tangible Acquired Assets"). The PureGlow Product Line consists of PureGlow-branded body wash, lotion, facial cleanser, and hand soap products encompassing twenty-three (23) stock keeping units ("SKUs") across four (4) product categories. The Tangible Acquired Assets are located primarily at the manufacturing facility at 2200 Dryden Road, Dayton, OH 45439, a 127,000 square-foot leased manufacturing and distribution plant (the "Dayton Facility"), and, to a limited extent, at Seller's corporate headquarters located at 450 Park Avenue South, 14th Floor, New York, NY 10016.
C. This Bill of Sale is being executed and delivered pursuant to Section [●] of the Asset Purchase Agreement as a closing deliverable required under the Asset Purchase Agreement to evidence and effectuate the transfer of title to the Tangible Acquired Assets from Seller to Buyer on the Closing Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
SECTION 1 — TRANSFER OF TANGIBLE ACQUIRED ASSETS
1.1 Conveyance.  Seller hereby irrevocably sells, transfers, conveys, assigns, and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all of Seller's right, title, and interest in and to all of the Tangible Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), each as defined in the Asset Purchase Agreement. The transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets to Buyer pursuant to this Bill of Sale shall be effective as of the Closing Date and shall be deemed to have occurred simultaneously with the other transactions contemplated by the Asset Purchase Agreement to occur on the Closing Date.
1.2 Description of Tangible Acquired Assets
The Tangible Acquired Assets transferred, conveyed, assigned, and delivered hereby include, without limitation, the following categories of tangible personal property associated with the PureGlow Product Line:
(a) Inventory. All finished goods, raw materials, work-in-process, packaging materials (including but not limited to bottles, caps, labels, cartons, and shrink-wrap), supplies, samples, and other inventory of every kind and description related to or used or held for use in connection with the PureGlow Product Line, wherever located (including, without limitation, inventory located at the Dayton Facility, at any third-party warehouse or distribution center, or in transit). The inventory encompasses twenty-three (23) SKUs across four (4) product categories: body wash, lotion, facial cleanser, and hand soap. The allocated value of such inventory, as determined in accordance with the Purchase Price Allocation agreed upon by the Parties pursuant to Section [●] of the Asset Purchase Agreement and in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended ("IRC § 1060"), and the Treasury Regulations promulgated thereunder, is Eight Million Two Hundred Thousand Dollars ($8,200,000). A complete and detailed schedule of all inventory transferred hereby, organized by item, SKU number, product description, product category, location, quantity, and unit cost, is set forth on Exhibit A attached hereto and incorporated herein by reference (the "Inventory Schedule").
(b) Manufacturing Equipment and Tangible Personal Property. All machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, replacement components, conveyor systems, mixing and blending apparatus, filling line equipment, packaging line equipment, quality-control and testing instruments, computer hardware and peripherals (to the extent used exclusively or primarily in connection with the PureGlow Product Line), and all other tangible personal property of every kind and description used exclusively or primarily in connection with the manufacture, formulation, compounding, packaging, labeling, storage, quality assurance, and distribution of PureGlow products. Such manufacturing equipment and tangible personal property is located at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439. The allocated value of such manufacturing equipment and tangible personal property, as determined in accordance with the Purchase Price Allocation agreed upon by the Parties pursuant to Section [●] of the Asset Purchase Agreement and IRC § 1060, is Four Million Six Hundred Thousand Dollars ($4,600,000). A complete and detailed schedule of all manufacturing equipment and tangible personal property transferred hereby, organized by asset tag or identification number, description, serial number (if applicable), location, condition, and net book value, is set forth on Exhibit B attached hereto and incorporated herein by reference (the "Equipment Schedule").
1.3 Aggregate Allocated Value
The aggregate allocated value of all Tangible Acquired Assets transferred, conveyed, assigned, and delivered pursuant to this Bill of Sale is Twelve Million Eight Hundred Thousand Dollars ($12,800,000), consisting of (i) Eight Million Two Hundred Thousand Dollars ($8,200,000) allocated to inventory and (ii) Four Million Six Hundred Thousand Dollars ($4,600,000) allocated to manufacturing equipment and tangible personal property, in each case as determined in accordance with the Purchase Price Allocation agreed upon by the Parties under Section [●] of the Asset Purchase Agreement and the requirements of IRC § 1060. For the avoidance of doubt, the Tangible Acquired Assets constitute a portion of the total Acquired Assets being transferred under the Asset Purchase Agreement, and the aggregate allocated value set forth in this Section 1.3 represents a component of the total Purchase Price of Forty Million Dollars ($40,000,000).
SECTION 2 — "AS IS, WHERE IS" CONVEYANCE; REPRESENTATIONS IN THE APA
2.1 As Is, Where Is
EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE [●] OF THE ASSET PURCHASE AGREEMENT, THE TANGIBLE ACQUIRED ASSETS ARE BEING TRANSFERRED, CONVEYED, ASSIGNED, AND DELIVERED TO BUYER ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS AND WITHOUT RECOURSE TO SELLER. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN THIS BILL OF SALE WITH RESPECT TO THE TANGIBLE ACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CONDITION, QUALITY, SUITABILITY, DURABILITY, OPERABILITY, ABSENCE OF LATENT OR PATENT DEFECTS, ACCURACY OR COMPLETENESS OF ANY ASSET SCHEDULES OR DESCRIPTIONS, OR ANY OTHER WARRANTY ARISING BY OPERATION OF LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW, AND ANALYSIS OF THE TANGIBLE ACQUIRED ASSETS AND HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OF SELLER OTHER THAN THOSE EXPRESSLY SET FORTH IN THE ASSET PURCHASE AGREEMENT.
2.2 Representations and Warranties in the APA Control
The representations and warranties of Seller with respect to the Acquired Assets (including the Tangible Acquired Assets) are set forth exclusively in the Asset Purchase Agreement. Nothing in this Bill of Sale shall be deemed to expand, limit, supplement, or otherwise modify any of the representations, warranties, covenants, agreements, or indemnification obligations of Seller or Buyer set forth in the Asset Purchase Agreement. In the event Buyer has or may have any claim arising out of or relating to the condition, quality, operability, suitability, or value of any Tangible Acquired Asset, or any alleged breach of a representation, warranty, or covenant of Seller with respect thereto, Buyer's sole and exclusive remedies shall be as set forth in Article [●] (Indemnification) of the Asset Purchase Agreement, subject to the limitations, thresholds, caps, baskets, and other provisions contained therein. Buyer expressly waives, to the fullest extent permitted by applicable law, any right to seek remedies against Seller under this Bill of Sale independent of or in addition to the remedies provided in the Asset Purchase Agreement.
SECTION 3 — NO ADDITIONAL LIABILITIES
This Bill of Sale shall not be construed to impose upon Buyer any liabilities, obligations, debts, claims, or responsibilities of any kind, whether known or unknown, fixed or contingent, matured or unmatured, other than the Assumed Liabilities as defined in and expressly assumed by Buyer pursuant to the terms of the Asset Purchase Agreement. Seller retains and shall remain solely responsible for all Excluded Liabilities as defined in the Asset Purchase Agreement. Nothing contained herein shall be deemed to create, or shall be construed as creating, any obligation on the part of Buyer to assume or pay any liability or obligation of Seller that is not an Assumed Liability under the Asset Purchase Agreement.
SECTION 4 — FURTHER ASSURANCES
From and after the Closing Date, Seller shall, at the reasonable written request of Buyer and at Buyer's sole cost and expense (including reasonable out-of-pocket expenses incurred by Seller in connection therewith), execute and deliver, or cause to be executed and delivered, such additional instruments of transfer, conveyance, assignment, and confirmation, including without limitation bills of sale, endorsements, assignments, and other documents, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to more fully and effectively transfer, convey, and assign to Buyer good and marketable title to the Tangible Acquired Assets transferred hereby. Without limiting the generality of the foregoing, Seller shall cooperate with Buyer in good faith in connection with any re-titling, re-registration, or transfer of certificates of title or other documentation relating to any transferred equipment, vehicles, or other tangible personal property that may require such re-titling, re-registration, or transfer under applicable law. All such cooperation obligations shall be subject to the terms and limitations set forth in Section [●] of the Asset Purchase Agreement.
SECTION 5 — CONFLICTS WITH THE ASSET PURCHASE 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 Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern, control, and prevail in all respects. This Bill of Sale is intended solely as an instrument of transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets and is not intended to, and shall not be construed to, modify, amend, supplement, restate, or supersede the Asset Purchase Agreement in any manner whatsoever.
SECTION 6 — 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 successors, heirs, legal representatives, and permitted assigns, in each case in accordance with and subject to the terms and conditions of the Asset Purchase Agreement governing assignment and transfer of rights and obligations thereunder. Neither Party may assign its rights or obligations under this Bill of Sale except in connection with a permitted assignment of the Asset Purchase Agreement in accordance with the terms thereof.
SECTION 7 — GOVERNING LAW
This Bill of Sale shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules, provisions, or principles thereof (whether of the State of New York or any other jurisdiction) that would result in the application of the substantive laws of any other jurisdiction.
SECTION 8 — COUNTERPARTS
This Bill of Sale may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Bill of Sale by facsimile, electronic mail, or other electronic transmission (including in portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 9 — AMENDMENT
This Bill of Sale may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by each of Seller and Buyer, or their respective successors or permitted assigns, expressly stating such Party's intention to amend, modify, supplement, restate, or waive the terms of this Bill of Sale.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO BILL OF SALE PureGlow Personal-Care Product Line — Tangible Acquired Assets
IN WITNESS WHEREOF, the Parties have caused this Bill of Sale to be duly executed and delivered as of the date first set forth above.
SELLER:
MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company
By: ________
Name: Catherine Albrecht
Title: Chief Executive Officer
Date: ________
BUYER (ACKNOWLEDGMENT OF ACCEPTANCE):
LAKEBRIDGE HOME & PERSONAL CARE, INC., an Ohio corporation
By: ________
Name: Thomas Brennan III
Title: Chairman & Chief Executive Officer
Date: ________
EXHIBIT A
INVENTORY SCHEDULE
Schedule of PureGlow Inventory Transferred
The following sets forth all finished goods, raw materials, work-in-process, packaging materials, supplies, and other inventory related to the PureGlow Product Line being transferred from Meridian Consumer Brands LLC ("Seller") to Lakebridge Home & Personal Care, Inc. ("Buyer") pursuant to the Bill of Sale dated as of [●], 2025 (the "Bill of Sale"), as of the Closing Date. This Exhibit A is incorporated into and made a part of the Bill of Sale.
Instructions and Notes:
•  This Inventory Schedule covers twenty-three (23) SKUs across four (4) product categories: body wash, lotion, facial cleanser, and hand soap.
•  Inventory is located primarily at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439, unless otherwise indicated.
•  Aggregate allocated value of all inventory listed herein: $8,200,000 (at cost), as determined in accordance with the Purchase Price Allocation under IRC § 1060.
•  Final quantities and unit costs are to be determined as of the Closing Date based on a physical inventory count conducted jointly by Seller and Buyer (or their respective representatives) in accordance with Section [●] of the Asset Purchase Agreement and are subject to the post-closing net working capital true-up procedures set forth in Section [●] of the Asset Purchase Agreement (NWC Target of $6,350,000, with a collar of plus or minus $250,000 and a ninety (90)-day true-up period following the Closing Date).
Note: The above table is illustrative of the format. The complete schedule shall include all twenty-three (23) SKUs and will be populated based on the physical inventory count conducted as of the Closing Date. Additional line items for raw materials, work-in-process, packaging materials, and supplies will be appended as separate sub-schedules below.
[To be completed as of the Closing Date based on physical inventory count conducted in accordance with the Asset Purchase Agreement.]
EXHIBIT B
EQUIPMENT SCHEDULE
Schedule of Manufacturing Equipment and Tangible Personal Property Transferred
The following sets forth all machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, and other tangible personal property used in connection with the PureGlow Product Line being transferred from Meridian Consumer Brands LLC ("Seller") to Lakebridge Home & Personal Care, Inc. ("Buyer") pursuant to the Bill of Sale dated as of [●], 2025 (the "Bill of Sale"). This Exhibit B is incorporated into and made a part of the Bill of Sale.
Instructions and Notes:
•  All equipment and tangible personal property listed herein is located at the Dayton Facility, 2200 Dryden Road, Dayton, OH 45439, unless otherwise indicated.
•  Aggregate allocated value of all manufacturing equipment and tangible personal property listed herein: $4,600,000, as determined in accordance with the Purchase Price Allocation under IRC § 1060.
•  Condition designations: "Excellent" — fully operational, less than two (2) years in service; "Good" — fully operational, normal wear; "Fair" — operational with minor maintenance required; "Requires Repair" — not currently operational, repair needed.
•  This schedule is based on Seller's fixed asset register as of the Closing Date and is subject to verification by Buyer during the Closing Date asset inspection.
Note: The above table is illustrative of the format. The complete schedule shall be populated based on Seller's final fixed asset register as of the Closing Date and shall include all machinery, equipment, tools, molds, dies, furniture, fixtures, vehicles, spare parts, and other tangible personal property used exclusively or primarily in connection with the PureGlow Product Line at the Dayton Facility.
[To be completed based on final asset register as of the Closing Date.]
Item / SKU Number | Product Description | Product Category | Location | Quantity (Units) | Unit Cost ($)
[To be completed] | [To be completed] | Body Wash | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Body Wash | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Lotion | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Lotion | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Facial Cleanser | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Facial Cleanser | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Hand Soap | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | Hand Soap | Dayton Facility | [To be completed] | [To be completed]
... | ... | ... | ... | ... | ...
TOTAL — Aggregate Allocated Value of Inventory | $8,200,000
Asset Tag / ID Number | Description of Equipment | Serial Number | Location | Condition | Net Book Value ($)
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
[To be completed] | [To be completed] | [To be completed] | Dayton Facility | [To be completed] | [To be completed]
... | ... | ... | ... | ... | ...
TOTAL — Aggregate Allocated Value of Equipment and Tangible Personal Property | $4,600,000

BILL OF SALE

RECITALS

WHEREAS:

SELLER:

BUYER (ACKNOWLEDGMENT OF ACCEPTANCE):

EXHIBIT A

INVENTORY SCHEDULE

EXHIBIT B

EQUIPMENT SCHEDULE

Record

Parties

Dates

Amounts