[sheet: Closing Checklist]

Item No.	Category	Description of Deliverable / Action	Responsible Party	Responsible Person(s)	Due Date / Timing	APA Section Reference	Status	Date Completed	Notes / Comments
1	A. Transaction Agreements — Execution	Asset Purchase Agreement (APA) — execution by Seller and Buyer (Draft v1.0 dated April 7, 2025; target execution May 16, 2025)	Seller / Buyer	Gerald Fontenot (MCB); Philip Kowalski (LHPC); James Prentice (C&H); Warren Gladstone (Oakridge Phelps LLP)	At Signing (May 16, 2025)	—	In Progress	First draft circulated by C&H April 7, 2025. Oakridge Phelps LLP reviewing. Governed by New York law.
2	A. Transaction Agreements — Execution	Transition Services Agreement (TSA) — execution by Seller and Buyer	Seller / Buyer	Gerald Fontenot (MCB); Philip Kowalski (LHPC)	At Closing	Section [7.X]	In Progress	Base term: 12 months from Closing with two 3-month extension options (max 18 months). Cost-plus 5% fee structure; est. $185,000/month ($2,220,000 annualized). Covers IT systems migration, accounting/ERP, warehousing/logistics, regulatory/quality, HR/payroll.
3	A. Transaction Agreements — Execution	Escrow Agreement — execution by Seller, Buyer, and Pinnacle Trust Company, N.A.	Seller / Buyer / Escrow Agent	Gerald Fontenot (MCB); Philip Kowalski (LHPC); Pinnacle Trust Company, N.A.	At Closing	Section [2.X]	In Progress	Indemnity Escrow Amount: $4,000,000 (10% of $40,000,000 Purchase Price). Escrow term: 18 months from Closing (release date December 16, 2026). Pinnacle Trust, 385 Madison Avenue, New York, NY 10179.
4	A. Transaction Agreements — Execution	Intellectual Property Assignment Agreement — execution by Seller and Buyer	Seller / Buyer	Gerald Fontenot (MCB); Philip Kowalski (LHPC)	At Closing	Section [2.X]	In Progress	Assigns all PureGlow trademarks, trade names, trade dress, domain names, product formulations, and associated goodwill. IP allocation value: $18,500,000 per Purchase Price Allocation. Includes recordation provisions for USPTO assignment.
5	A. Transaction Agreements — Execution	Bill of Sale — execution by Seller	Seller	Catherine Albrecht or Rajiv Subramaniam (MCB)	At Closing	Section [2.X]	Not Started	Transfers title to all tangible Acquired Assets: inventory (allocated value $8,200,000) and manufacturing equipment/tangible personal property (allocated value $4,600,000) at Dayton, OH facility. Delivered 'as is, where is' subject to APA representations.
6	A. Transaction Agreements — Execution	Lease Assignment and Assumption Agreement — execution by Seller, Buyer, and Landlord	Seller / Buyer / Third Party	Gerald Fontenot (MCB); Philip Kowalski (LHPC); Buckeye Industrial Realty Partners LLC	At Closing	Section [7.X]	Not Started	Assignment of Dayton, OH facility lease (2200 Dryden Road, Dayton, OH 45439; 127,000 sq. ft.; annual base rent $1,143,000; lease dated July 1, 2020; expiring June 30, 2030; remaining term ~5.2 years). Requires landlord consent (see Item 18).
7	A. Transaction Agreements — Execution	Purchase Price Allocation Agreement (IRC § 1060) — execution by Seller and Buyer	Seller / Buyer	Rajiv Subramaniam (MCB); Lisa Nakamura (LHPC); Howard Ellison (Graymoor & Keene LLP)	At or prior to Closing	Section [2.X]	In Progress	Allocation per residual method: Inventory $8,200,000; Equipment $4,600,000; IP $18,500,000; Customer Relationships $5,700,000; Goodwill $3,000,000. Total $40,000,000. Parties to file consistent IRS Forms 8594.
8	A. Transaction Agreements — Execution	Assignment and Assumption Agreement — execution by Seller and Buyer (Assumed Liabilities)	Seller / Buyer	Gerald Fontenot (MCB); Philip Kowalski (LHPC)	At Closing	Section [2.X]	Not Started	Buyer assumes Assumed Liabilities as defined in APA, including obligations under Assigned Contracts arising after Closing. Excludes Retained Liabilities.
9	B. Seller's Closing Deliverables	Seller's Officer Certificate — certification of satisfaction of closing conditions	Seller	Catherine Albrecht (CEO) or Rajiv Subramaniam (CFO), Meridian Consumer Brands LLC	At Closing	Section [8.X]	Not Started	Certifies: (i) reps and warranties true and correct as of Closing Date (subject to MAE qualifiers), (ii) covenants performed and complied with, (iii) no Material Adverse Effect since APA date, (iv) attached board/member resolutions authorizing the transaction.
10	B. Seller's Closing Deliverables	Board/Member Resolutions of Meridian Consumer Brands LLC authorizing the Transaction	Seller	Gerald Fontenot (MCB)	At or prior to Closing	Section [8.X]	Not Started	Resolutions of the board/members of MCB (Delaware LLC) approving the sale of PureGlow Acquired Assets and execution of APA and ancillary agreements. Attach to Officer Certificate.
11	B. Seller's Closing Deliverables	Seller Disclosure Schedules — final version delivered at Closing	Seller	Gerald Fontenot (MCB); Derek Okonkwo (C&H)	At Signing / Updated at Closing	Article [4]	In Progress	Schedules covering: 23 PureGlow SKUs (4 product categories), 8 customer supply agreements, 74 transferred employees, Dayton facility lease, PureGlow IP, FDA product listings, material contracts requiring consent.
12	B. Seller's Closing Deliverables	Legal Opinion Letter — Calderwood & Harkness LLP to Lakebridge Home & Personal Care, Inc.	Seller's Counsel	James Prentice (C&H)	At Closing	Section [8.X]	Not Started	C&H opinion re: (i) MCB duly organized, validly existing, in good standing under Delaware law, (ii) requisite power and authority, (iii) APA and ancillary agreements duly authorized, executed, delivered, and enforceable (subject to customary qualifications — bankruptcy, insolvency, equitable principles), (iv) no conflict with organizational documents. Delivered to Lakebridge and Oakridge Phelps LLP. Governed by New York law.
13	B. Seller's Closing Deliverables	FIRPTA Certificate (Non-Foreign Person Affidavit) — IRC § 1445	Seller	Rajiv Subramaniam (MCB); Howard Ellison (Graymoor & Keene LLP)	At Closing	Section [8.X]	Not Started	Certificate from Seller confirming MCB is not a 'foreign person' within the meaning of IRC § 1445, providing MCB's EIN (83-2947156) and address (450 Park Avenue South, 14th Floor, New York, NY 10016).
14	B. Seller's Closing Deliverables	Good Standing Certificate — Meridian Consumer Brands LLC (Delaware)	Seller	Gerald Fontenot (MCB)	At or within 10 business days prior to Closing	Section [8.X]	Not Started	Certificate of good standing from the Delaware Secretary of State. MCB registered agent: 1209 Orange Street, Wilmington, DE 19801 (c/o Capitol Registered Agents Inc.).
15	B. Seller's Closing Deliverables	Good Standing Certificate — Meridian Consumer Brands LLC (Ohio — qualification)	Seller	Gerald Fontenot (MCB)	At or within 10 business days prior to Closing	Section [8.X]	Not Started	Certificate of good standing / authority from the Ohio Secretary of State (MCB operates the Dayton facility in Ohio).
16	B. Seller's Closing Deliverables	Payoff Letters and UCC-3 Termination Statements — release of liens on Acquired Assets	Seller	Gerald Fontenot (MCB); Rajiv Subramaniam (MCB)	At Closing	Section [8.X]	Not Started	Payoff letters from any secured creditors of MCB with liens on PureGlow Acquired Assets; UCC-3 termination statements to be filed to release all encumbrances. Seller to deliver at or prior to Closing.
17	C. Buyer's Closing Deliverables	Buyer's Officer Certificate — certification of satisfaction of Buyer's closing conditions	Buyer	Thomas Brennan III (Chairman & CEO) or Lisa Nakamura (CFO), Lakebridge Home & Personal Care, Inc.	At Closing	Section [9.X]	Not Started	Certifies: (i) Buyer's reps and warranties true and correct as of Closing Date, (ii) Buyer's covenants performed and complied with.
18	C. Buyer's Closing Deliverables	Board Resolutions of Lakebridge Home & Personal Care, Inc. authorizing the Transaction	Buyer	Philip Kowalski (LHPC); Warren Gladstone (Oakridge Phelps LLP)	At or prior to Closing	Section [9.X]	Not Started	Resolutions of the board of directors of LHPC (Ohio corporation) approving the purchase of PureGlow Acquired Assets and assumption of Assumed Liabilities. Privately held; 100% owned by Brennan family trust and current management.
19	C. Buyer's Closing Deliverables	Good Standing Certificate — Lakebridge Home & Personal Care, Inc. (Ohio)	Buyer	Philip Kowalski (LHPC)	At or within 10 business days prior to Closing	Section [9.X]	Not Started	Certificate of good standing from the Ohio Secretary of State. Registered agent: 52 East Gay Street, Columbus, OH 43215 (c/o Buckeye Statutory Services LLC). EIN: 31-4589201.
20	C. Buyer's Closing Deliverables	Legal Opinion Letter — Oakridge Phelps LLP to Meridian Consumer Brands LLC	Buyer's Counsel	Warren Gladstone (Oakridge Phelps LLP)	At Closing	Section [9.X]	Not Started	Opinion re: (i) LHPC duly organized, validly existing, in good standing under Ohio law, (ii) requisite power and authority, (iii) APA duly authorized, executed, delivered, and enforceable (subject to customary qualifications). Delivered to MCB and C&H.
21	D. Third-Party Consents	Landlord Consent — Buckeye Industrial Realty Partners LLC for Dayton, OH facility lease assignment	Third Party / Seller	Diane Choi (MCB); Buckeye Industrial Realty Partners LLC (500 South Main Street, Suite 800, Dayton, OH 45402)	Prior to or at Closing	Section [7.X] / [8.X]	Not Started	Consent of landlord required for assignment of Lease Agreement dated July 1, 2020. Facility: 2200 Dryden Road, Dayton, OH 45439 (127,000 sq. ft.); annual base rent $1,143,000; remaining term through June 30, 2030. Closing condition.
22	D. Third-Party Consents	Customer Consent — Hartwell Retail Group (supply/distribution agreement)	Third Party / Seller	Diane Choi (MCB)	Prior to or at Closing	Section [7.X] / [8.X]	Not Started	Consent required under supply agreement with Hartwell Retail Group. FY2024 PureGlow sales to Hartwell: $14,200,000 (~24.5% of PureGlow revenue of $58,000,000). Largest PureGlow customer.
23	D. Third-Party Consents	Customer Consent — Brindoval Grocers Inc. (supply/distribution agreement)	Third Party / Seller	Diane Choi (MCB)	Prior to or at Closing	Section [7.X] / [8.X]	Not Started	Second of 3 customer supply agreements requiring assignment consent (of 8 total customer supply/distribution agreements). FY2024 PureGlow sales to Brindoval: ~$8,700,000.
24	D. Third-Party Consents	Customer Consent — Summit Drug Stores LLC (supply/distribution agreement)	Third Party / Seller	Diane Choi (MCB)	Prior to or at Closing	Section [7.X] / [8.X]	Not Started	Third of 3 customer supply agreements requiring assignment consent (of 8 total customer supply/distribution agreements). FY2024 PureGlow sales to Summit: ~$6,100,000.

25	D. Third-Party Consents	Raw Material Supplier Consent — consent/notice under key ingredient supply contracts	Third Party / Seller	Diane Choi (MCB)	Prior to or at Closing	Section [7.X]	Pending Third Party	Consent or notice letters sent to key raw material/ingredient suppliers for PureGlow product line. Identify any change-of-control or assignment provisions.
26	E. Regulatory Filings & Transfers	FDA Product Listing Transfer — PureGlow Facial Cleanser (OTC salicylic acid formulation)	Seller / Buyer	Diane Choi (MCB); Philip Kowalski (LHPC)	Prior to or promptly after Closing	Section [7.X]	Not Started	FDA product listing transfer required for OTC-classified PureGlow facial cleanser containing salicylic acid. Product listing numbers to be confirmed in diligence.
27	E. Regulatory Filings & Transfers	FDA Establishment Registration Update — Dayton, OH manufacturing facility	Buyer	Philip Kowalski (LHPC)	Promptly after Closing	Section [7.X]	Not Started	Update FDA establishment registration for Dayton, OH facility (2200 Dryden Road) to reflect Buyer as new owner/operator of cosmetic and OTC drug manufacturing.
28	E. Regulatory Filings & Transfers	HSR Act Filing	N/A	N/A	N/A	N/A	N/A	Not required. Purchase Price of $40,000,000 is below the 2025 HSR Act size-of-transaction threshold of $119.5 million.
29	F. Financial Closing Actions	Wire Transfer — $36,000,000 cash at closing to Seller (Meridian Consumer Brands LLC)	Buyer	Lisa Nakamura (LHPC)	At Closing (June 16, 2025)	Section [2.X]	Not Started	Purchase Price of $40,000,000 less $4,000,000 Indemnity Escrow = $36,000,000 payable by wire transfer to MCB's designated account at closing.
30	F. Financial Closing Actions	Wire Transfer — $4,000,000 Indemnity Escrow Amount to Pinnacle Trust Company, N.A.	Buyer	Lisa Nakamura (LHPC)	At Closing (June 16, 2025)	Section [2.X]	Not Started	10% of $40,000,000 Purchase Price deposited into escrow account at Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179). Escrow term: 18 months (release December 16, 2026), subject to extension for pending claims.
31	F. Financial Closing Actions	Delivery of Estimated Closing Net Working Capital Statement	Seller	Rajiv Subramaniam (MCB)	At or prior to Closing	Section [2.X]	Not Started	NWC Target: $6,350,000 (TTM average ending December 31, 2024). NWC Collar: ±$250,000 (no adjustment if Closing NWC between $6,100,000 and $6,600,000). Post-closing NWC true-up deadline: 90 calendar days after Closing Date.
32	G. Insurance	R&W Insurance Policy — binding confirmation from Great Northern Mutual Insurance Company	Buyer / Third Party	Philip Kowalski (LHPC); Russell Canfield (Crestline Advisors LLC); Great Northern Mutual Insurance Company	Target: May 9, 2025 / At or prior to Closing	Section [8.X] / [9.X]	Not Started	Buy-side representations & warranties insurance. Policy limit: $10,000,000. Retention (SIR): $1,200,000 (drops to $600,000 after 12 months if no claims). Premium: $340,000 (3.4% rate on $10M limit; borne by Buyer). Subrogation waiver against Seller except for fraud. Carrier: Great Northern Mutual Insurance Company, 100 Summer Street, Suite 3000, Boston, MA 02110.
33	H. Employee Matters	Offer letters to 74 Transferred Employees — Lakebridge	Buyer	Philip Kowalski (LHPC)	Prior to or at Closing	Section [7.X]	Not Started	74 employees at Dayton, OH manufacturing facility and New York headquarters to be offered employment by Buyer at closing. Comparable terms of employment for minimum 12 months post-Closing per APA covenants.
34	H. Employee Matters	WARN Act Compliance — confirmation no mass layoff or plant closing triggered	Buyer / Seller	Philip Kowalski (LHPC); Gerald Fontenot (MCB)	Prior to Closing	Section [7.X]	Not Started	Confirm compliance with federal and Ohio WARN Act requirements. All 74 employees to receive offers; no plant closing or mass layoff anticipated.
35	I. IP Recordation	USPTO Assignment Recordation — PureGlow trademarks, trade names	Seller's Counsel / Buyer's Counsel	Derek Okonkwo (C&H); Monica Ferreira (Oakridge Phelps LLP)	Promptly after Closing	IP Assignment Agreement	Not Started	Record assignment of PureGlow trademarks and trade names with the U.S. Patent and Trademark Office.
36	I. IP Recordation	Domain Name Transfer — PureGlow domain names (pureglow.com and related)	Seller / Buyer	Derek Okonkwo (C&H); Monica Ferreira (Oakridge Phelps LLP)	Promptly after Closing	IP Assignment Agreement	Not Started	Transfer registrations of all PureGlow-related domain names to Buyer's designated registrar account.
37	J. Post-Closing	Post-Closing NWC True-Up — delivery of final NWC calculation	Buyer	Lisa Nakamura (LHPC); Redfield Samuels LLP	Within 90 calendar days after Closing (by September 14, 2025)	Section [2.X]	Not Started	Final determination of Closing NWC. Adjustment payable if outside ±$250,000 collar ($6,100,000 – $6,600,000 range). Seller's tax/accounting advisor: Graymoor & Keene LLP. Buyer's tax/accounting advisor: Redfield Samuels LLP.
38	J. Post-Closing	IRS Form 8594 Filing — Asset Acquisition Statement	Seller / Buyer	Howard Ellison (Graymoor & Keene LLP); Redfield Samuels LLP	With tax returns for tax year including Closing Date	Section [2.X] / PPA	Not Started	Consistent filing by both Seller and Buyer reflecting agreed Purchase Price Allocation under IRC § 1060.
39	J. Post-Closing	Escrow Release — $4,000,000 Indemnity Escrow from Pinnacle Trust Company, N.A.	Seller / Buyer / Escrow Agent	Gerald Fontenot (MCB); Philip Kowalski (LHPC); Pinnacle Trust Company, N.A.	December 16, 2026 (18 months post-Closing)	Escrow Agreement	Not Started	Release of remaining escrow balance to Seller, subject to reduction for any pending or resolved indemnification claims.
STATUS SUMMARY	Complete	0
STATUS SUMMARY	In Progress	5
STATUS SUMMARY	Not Started	28
STATUS SUMMARY	Pending Third Party	1
STATUS SUMMARY	N/A	1
STATUS SUMMARY	TOTAL ITEMS	35

[sheet: Key Dates & Milestones]

Date	Event / Milestone	Responsible Party	Status	Notes
March 5, 2025	LOI executed between MCB and Lakebridge (Ref: LOI-MCB-LHPC-2025-001)	Seller / Buyer	Complete	60-day exclusivity period commences
March 5, 2025 – May 4, 2025	Exclusivity Period (60 days)	Seller / Buyer	Active	Per LOI terms
March 10, 2025	Virtual Data Room opened (Thackeray Solutions)	Seller	Complete	Data room hosted on Thackeray Solutions platform
March 17, 2025	Calderwood & Harkness LLP engagement opened	Seller's Counsel	Complete	C&H Matter No. 1011-00006; Billing No. 80291-00001
April 7, 2025	First draft APA (v1.0) circulated by C&H to Oakridge Phelps LLP	Seller's Counsel	Complete	Distributed to Warren Gladstone and Monica Ferreira
April 25, 2025	Target: Buyer's diligence completion	Buyer	In Progress	Redfield Samuels LLP conducting financial/tax diligence for Buyer
May 4, 2025	Exclusivity period expiration	Seller / Buyer	Pending
May 9, 2025	Target: R&W insurance policy binding	Buyer / Great Northern Mutual Insurance Company	Not Started	Buy-side policy; $10M limit; $340,000 premium
May 16, 2025	Target: APA execution (signing)	Seller / Buyer	Not Started	31 days prior to target Closing Date
June 16, 2025	Target: Closing Date	All Parties	Not Started	All closing deliverables due; wire transfers of $36M (Seller) and $4M (escrow)
August 15, 2025	Outside Date (Drop-Dead / Long-Stop Date)	Seller / Buyer	Not Started	If closing has not occurred by this date, either party may terminate the APA
September 14, 2025	Post-Closing NWC True-Up Deadline (90 calendar days after Closing)	Buyer	Not Started	Final NWC calculation due; NWC Target $6,350,000; Collar ±$250,000
December 16, 2026	Escrow Release Date (18 months post-Closing)	Pinnacle Trust Company, N.A.	Not Started	Release of $4,000,000 Indemnity Escrow, subject to pending claims
June 30, 2030	Dayton, OH Facility Lease Expiration	Buyer (post-assignment)	N/A	Lease assigned to Buyer at closing; ~5.2 years remaining from Closing

[sheet: Party Contact Directory]

Organization	Full Legal Name	Role in Transaction	Key Contact(s)	Title	Address	EIN
Meridian Consumer Brands LLC	Meridian Consumer Brands LLC	Seller	Catherine Albrecht; Rajiv Subramaniam; Gerald Fontenot; Diane Choi	CEO; CFO; General Counsel & Corp. Secretary; VP, Business Development (deal lead)	450 Park Avenue South, 14th Floor, New York, NY 10016 (HQ) / 1209 Orange Street, Wilmington, DE 19801 (Registered Agent c/o Capitol Registered Agents Inc.)	83-2947156
Hargrove Capital Partners LP	Hargrove Capital Partners LP	Sponsor (controls Seller via Fund IV; 78.4% ownership)	Malcolm Hargrove; Elena Vasquez-Drummond	Founder & Managing Partner; Partner, Consumer & Retail (Board Observer at MCB)	399 Lexington Avenue, Suite 3200, New York, NY 10017	—
Hargrove Capital Partners Fund IV LP	Hargrove Capital Partners Fund IV LP	Direct Owner of MCB (78.4%); GP: Hargrove Capital GenPar IV LLC	—	—	—	85-1034782
Lakebridge Home & Personal Care, Inc.	Lakebridge Home & Personal Care, Inc.	Buyer	Thomas Brennan III; Lisa Nakamura; Philip Kowalski	Chairman & CEO; CFO; VP, Corporate Development (deal lead)	7100 Rockside Road, Suite 400, Independence, OH 44131 (HQ) / 52 East Gay Street, Columbus, OH 43215 (Registered Agent c/o Buckeye Statutory Services LLC)	31-4589201
Calderwood & Harkness LLP	Calderwood & Harkness LLP	Seller's Outside Legal Counsel	James Prentice; Sandra Tung; Derek Okonkwo; Tiffany Rosenthal	Responsible Partner; Billing Partner; Lead Associate; Working Associate	One Liberty Plaza, 44th Floor, New York, NY 10006	—
Oakridge Phelps LLP	Oakridge Phelps LLP	Buyer's Outside Legal Counsel	Warren Gladstone; Monica Ferreira	Lead Partner; Senior Associate	200 Public Square, Suite 3600, Cleveland, OH 44114	—
Whitfield Barrow & Co. LLC	Whitfield Barrow & Co. LLC	Sell-Side Financial Advisor / Investment Bank	Nathaniel Ashford; Priya Ranganathan	Managing Director, Consumer & Retail M&A; Vice President	277 Park Avenue, 30th Floor, New York, NY 10172	—
Crestline Advisors LLC	Crestline Advisors LLC	Buy-Side Financial Advisor	Russell Canfield	Managing Director	1375 East 9th Street, Suite 2100, Cleveland, OH 44114	—
Pinnacle Trust Company, N.A.	Pinnacle Trust Company, N.A.	Escrow Agent	—	—	385 Madison Avenue, New York, NY 10179	—
Graymoor & Keene LLP	Graymoor & Keene LLP	Seller's Accounting / Tax Advisor	Howard Ellison	Tax Partner	1345 Avenue of the Americas, Suite 2400, New York, NY 10105	—
Redfield Samuels LLP	Redfield Samuels LLP	Buyer's Accounting / Tax / Diligence Advisor	—	—	925 Euclid Avenue, Suite 1700, Cleveland, OH 44115	—
Great Northern Mutual Insurance Company	Great Northern Mutual Insurance Company	R&W Insurance Carrier (Buy-Side Policy)	—	—	100 Summer Street, Suite 3000, Boston, MA 02110	—
Buckeye Industrial Realty Partners LLC	Buckeye Industrial Realty Partners LLC	Landlord — Dayton, OH Facility	—	—	500 South Main Street, Suite 800, Dayton, OH 45402	—
Hartwell Retail Group	Hartwell Retail Group	Largest PureGlow Customer (FY2024 sales $14.2M; ~24.5% of PureGlow revenue)	—	—	—	—

[sheet: Transaction Summary]

Parameter	Value	Notes
Transaction Type	Carve-Out Divestiture — Asset Purchase	Sale of PureGlow personal-care product line
Seller	Meridian Consumer Brands LLC (Delaware LLC)	PE-backed; 78.4% owned by Hargrove Capital Partners Fund IV LP; 14.1% management rollover; 7.5% minority co-investors
Buyer	Lakebridge Home & Personal Care, Inc. (Ohio corporation)	Privately held; 100% owned by Brennan family trust and current management
Purchase Price	$40,000,000	Fixed
Cash at Closing	$36,000,000	$40,000,000 – $4,000,000 escrow
Indemnity Escrow Amount	$4,000,000	10% of Purchase Price; deposited with Pinnacle Trust Company, N.A.
Escrow Term	18 months from Closing	Release: December 16, 2026 (assuming June 16, 2025 closing)
NWC Target	$6,350,000	TTM average ending December 31, 2024
NWC Collar	± $250,000	No adjustment if between $6,100,000 and $6,600,000
NWC True-Up Deadline	90 calendar days post-Closing
Purchase Price Allocation — Inventory	$8,200,000	IRC § 1060
Purchase Price Allocation — Equipment	$4,600,000	IRC § 1060
Purchase Price Allocation — Intellectual Property	$18,500,000	IRC § 1060
Purchase Price Allocation — Customer Relationships	$5,700,000	IRC § 1060
Purchase Price Allocation — Goodwill	$3,000,000	IRC § 1060; total allocations sum to $40,000,000
Seller General Indemnity Cap	$4,000,000	10% of Purchase Price; limited to escrow recovery
Seller Fundamental Rep Cap	$40,000,000	100% of Purchase Price
Buyer General Indemnity Cap	$4,000,000	Mirrors Seller's general cap
Mini-Basket (per-claim de minimis)	$25,000
Deductible Basket	$400,000	1% of Purchase Price; tipping basket
General Rep Survival	18 months from Closing
Fundamental Rep Survival	36 months from Closing
Tax Rep Survival	60 days after expiration of applicable statute of limitations
R&W Insurance — Policy Limit	$10,000,000	Buy-side excess policy; Great Northern Mutual Insurance Company

R&W Insurance — Retention (SIR)	$1,200,000	Drops to $600,000 after 12 months if no claims
R&W Insurance — Premium	$340,000	3.4% rate on $10M limit; borne by Buyer
R&W Insurance — Subrogation	Waived against Seller except for fraud
PureGlow FY2024 Revenue	$58,000,000	~9.35% of MCB consolidated revenue of $620,000,000
PureGlow FY2024 Adjusted EBITDA	$5,800,000	10% margin
Implied EV / EBITDA Multiple	~6.9×	$40M ÷ $5.8M
PureGlow SKUs	23	4 product categories: body wash, lotion, facial cleanser, hand soap
Transferred Employees	74	Dayton, OH plant and New York HQ
Customer Supply Agreements	8 total; 3 require consent	Largest: Hartwell Retail Group ($14.2M FY2024 PureGlow sales; ~24.5%)
Dayton Facility	127,000 sq. ft.; 2200 Dryden Road, Dayton, OH 45439	Leased from Buckeye Industrial Realty Partners LLC; annual rent $1,143,000; expires June 30, 2030
TSA Base Term	12 months (max 18 months with extensions)	Cost-plus 5%; est. $185,000/month ($2,220,000 annualized)
Governing Law	New York
HSR Filing	Not required	Purchase Price below 2025 $119.5M threshold
Target Closing Date	June 16, 2025	31 days post-signing
Outside Date	August 15, 2025	Drop-dead / long-stop date
MCB Consolidated FY2024 Revenue	$620,000,000	Multi-brand consumer products platform

[sheet: Closing Checklist]
Item No. | Category | Description of Deliverable / Action | Responsible Party | Responsible Person(s) | Due Date / Timing | APA Section Reference | Status | Date Completed | Notes / Comments
1 | A. Transaction Agreements — Execution | Asset Purchase Agreement (APA) — execution by Seller and Buyer (Draft v1.0 dated April 7, 2025; target execution May 16, 2025) | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski (LHPC); James Prentice (C&H); Warren Gladstone (Oakridge Phelps LLP) | At Signing (May 16, 2025) | — | In Progress | First draft circulated by C&H April 7, 2025. Oakridge Phelps LLP reviewing. Governed by New York law.
2 | A. Transaction Agreements — Execution | Transition Services Agreement (TSA) — execution by Seller and Buyer | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski (LHPC) | At Closing | Section [7.X] | In Progress | Base term: 12 months from Closing with two 3-month extension options (max 18 months). Cost-plus 5% fee structure; est. $185,000/month ($2,220,000 annualized). Covers IT systems migration, accounting/ERP, warehousing/logistics, regulatory/quality, HR/payroll.
3 | A. Transaction Agreements — Execution | Escrow Agreement — execution by Seller, Buyer, and Pinnacle Trust Company, N.A. | Seller / Buyer / Escrow Agent | Gerald Fontenot (MCB); Philip Kowalski (LHPC); Pinnacle Trust Company, N.A. | At Closing | Section [2.X] | In Progress | Indemnity Escrow Amount: $4,000,000 (10% of $40,000,000 Purchase Price). Escrow term: 18 months from Closing (release date December 16, 2026). Pinnacle Trust, 385 Madison Avenue, New York, NY 10179.
4 | A. Transaction Agreements — Execution | Intellectual Property Assignment Agreement — execution by Seller and Buyer | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski (LHPC) | At Closing | Section [2.X] | In Progress | Assigns all PureGlow trademarks, trade names, trade dress, domain names, product formulations, and associated goodwill. IP allocation value: $18,500,000 per Purchase Price Allocation. Includes recordation provisions for USPTO assignment.
5 | A. Transaction Agreements — Execution | Bill of Sale — execution by Seller | Seller | Catherine Albrecht or Rajiv Subramaniam (MCB) | At Closing | Section [2.X] | Not Started | Transfers title to all tangible Acquired Assets: inventory (allocated value $8,200,000) and manufacturing equipment/tangible personal property (allocated value $4,600,000) at Dayton, OH facility. Delivered 'as is, where is' subject to APA representations.
6 | A. Transaction Agreements — Execution | Lease Assignment and Assumption Agreement — execution by Seller, Buyer, and Landlord | Seller / Buyer / Third Party | Gerald Fontenot (MCB); Philip Kowalski (LHPC); Buckeye Industrial Realty Partners LLC | At Closing | Section [7.X] | Not Started | Assignment of Dayton, OH facility lease (2200 Dryden Road, Dayton, OH 45439; 127,000 sq. ft.; annual base rent $1,143,000; lease dated July 1, 2020; expiring June 30, 2030; remaining term ~5.2 years). Requires landlord consent (see Item 18).
7 | A. Transaction Agreements — Execution | Purchase Price Allocation Agreement (IRC § 1060) — execution by Seller and Buyer | Seller / Buyer | Rajiv Subramaniam (MCB); Lisa Nakamura (LHPC); Howard Ellison (Graymoor & Keene LLP) | At or prior to Closing | Section [2.X] | In Progress | Allocation per residual method: Inventory $8,200,000; Equipment $4,600,000; IP $18,500,000; Customer Relationships $5,700,000; Goodwill $3,000,000. Total $40,000,000. Parties to file consistent IRS Forms 8594.
8 | A. Transaction Agreements — Execution | Assignment and Assumption Agreement — execution by Seller and Buyer (Assumed Liabilities) | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski (LHPC) | At Closing | Section [2.X] | Not Started | Buyer assumes Assumed Liabilities as defined in APA, including obligations under Assigned Contracts arising after Closing. Excludes Retained Liabilities.
9 | B. Seller's Closing Deliverables | Seller's Officer Certificate — certification of satisfaction of closing conditions | Seller | Catherine Albrecht (CEO) or Rajiv Subramaniam (CFO), Meridian Consumer Brands LLC | At Closing | Section [8.X] | Not Started | Certifies: (i) reps and warranties true and correct as of Closing Date (subject to MAE qualifiers), (ii) covenants performed and complied with, (iii) no Material Adverse Effect since APA date, (iv) attached board/member resolutions authorizing the transaction.
10 | B. Seller's Closing Deliverables | Board/Member Resolutions of Meridian Consumer Brands LLC authorizing the Transaction | Seller | Gerald Fontenot (MCB) | At or prior to Closing | Section [8.X] | Not Started | Resolutions of the board/members of MCB (Delaware LLC) approving the sale of PureGlow Acquired Assets and execution of APA and ancillary agreements. Attach to Officer Certificate.
11 | B. Seller's Closing Deliverables | Seller Disclosure Schedules — final version delivered at Closing | Seller | Gerald Fontenot (MCB); Derek Okonkwo (C&H) | At Signing / Updated at Closing | Article [4] | In Progress | Schedules covering: 23 PureGlow SKUs (4 product categories), 8 customer supply agreements, 74 transferred employees, Dayton facility lease, PureGlow IP, FDA product listings, material contracts requiring consent.
12 | B. Seller's Closing Deliverables | Legal Opinion Letter — Calderwood & Harkness LLP to Lakebridge Home & Personal Care, Inc. | Seller's Counsel | James Prentice (C&H) | At Closing | Section [8.X] | Not Started | C&H opinion re: (i) MCB duly organized, validly existing, in good standing under Delaware law, (ii) requisite power and authority, (iii) APA and ancillary agreements duly authorized, executed, delivered, and enforceable (subject to customary qualifications — bankruptcy, insolvency, equitable principles), (iv) no conflict with organizational documents. Delivered to Lakebridge and Oakridge Phelps LLP. Governed by New York law.
13 | B. Seller's Closing Deliverables | FIRPTA Certificate (Non-Foreign Person Affidavit) — IRC § 1445 | Seller | Rajiv Subramaniam (MCB); Howard Ellison (Graymoor & Keene LLP) | At Closing | Section [8.X] | Not Started | Certificate from Seller confirming MCB is not a 'foreign person' within the meaning of IRC § 1445, providing MCB's EIN (83-2947156) and address (450 Park Avenue South, 14th Floor, New York, NY 10016).
14 | B. Seller's Closing Deliverables | Good Standing Certificate — Meridian Consumer Brands LLC (Delaware) | Seller | Gerald Fontenot (MCB) | At or within 10 business days prior to Closing | Section [8.X] | Not Started | Certificate of good standing from the Delaware Secretary of State. MCB registered agent: 1209 Orange Street, Wilmington, DE 19801 (c/o Capitol Registered Agents Inc.).
15 | B. Seller's Closing Deliverables | Good Standing Certificate — Meridian Consumer Brands LLC (Ohio — qualification) | Seller | Gerald Fontenot (MCB) | At or within 10 business days prior to Closing | Section [8.X] | Not Started | Certificate of good standing / authority from the Ohio Secretary of State (MCB operates the Dayton facility in Ohio).
16 | B. Seller's Closing Deliverables | Payoff Letters and UCC-3 Termination Statements — release of liens on Acquired Assets | Seller | Gerald Fontenot (MCB); Rajiv Subramaniam (MCB) | At Closing | Section [8.X] | Not Started | Payoff letters from any secured creditors of MCB with liens on PureGlow Acquired Assets; UCC-3 termination statements to be filed to release all encumbrances. Seller to deliver at or prior to Closing.
17 | C. Buyer's Closing Deliverables | Buyer's Officer Certificate — certification of satisfaction of Buyer's closing conditions | Buyer | Thomas Brennan III (Chairman & CEO) or Lisa Nakamura (CFO), Lakebridge Home & Personal Care, Inc. | At Closing | Section [9.X] | Not Started | Certifies: (i) Buyer's reps and warranties true and correct as of Closing Date, (ii) Buyer's covenants performed and complied with.
18 | C. Buyer's Closing Deliverables | Board Resolutions of Lakebridge Home & Personal Care, Inc. authorizing the Transaction | Buyer | Philip Kowalski (LHPC); Warren Gladstone (Oakridge Phelps LLP) | At or prior to Closing | Section [9.X] | Not Started | Resolutions of the board of directors of LHPC (Ohio corporation) approving the purchase of PureGlow Acquired Assets and assumption of Assumed Liabilities. Privately held; 100% owned by Brennan family trust and current management.
19 | C. Buyer's Closing Deliverables | Good Standing Certificate — Lakebridge Home & Personal Care, Inc. (Ohio) | Buyer | Philip Kowalski (LHPC) | At or within 10 business days prior to Closing | Section [9.X] | Not Started | Certificate of good standing from the Ohio Secretary of State. Registered agent: 52 East Gay Street, Columbus, OH 43215 (c/o Buckeye Statutory Services LLC). EIN: 31-4589201.
20 | C. Buyer's Closing Deliverables | Legal Opinion Letter — Oakridge Phelps LLP to Meridian Consumer Brands LLC | Buyer's Counsel | Warren Gladstone (Oakridge Phelps LLP) | At Closing | Section [9.X] | Not Started | Opinion re: (i) LHPC duly organized, validly existing, in good standing under Ohio law, (ii) requisite power and authority, (iii) APA duly authorized, executed, delivered, and enforceable (subject to customary qualifications). Delivered to MCB and C&H.
21 | D. Third-Party Consents | Landlord Consent — Buckeye Industrial Realty Partners LLC for Dayton, OH facility lease assignment | Third Party / Seller | Diane Choi (MCB); Buckeye Industrial Realty Partners LLC (500 South Main Street, Suite 800, Dayton, OH 45402) | Prior to or at Closing | Section [7.X] / [8.X] | Not Started | Consent of landlord required for assignment of Lease Agreement dated July 1, 2020. Facility: 2200 Dryden Road, Dayton, OH 45439 (127,000 sq. ft.); annual base rent $1,143,000; remaining term through June 30, 2030. Closing condition.
22 | D. Third-Party Consents | Customer Consent — Hartwell Retail Group (supply/distribution agreement) | Third Party / Seller | Diane Choi (MCB) | Prior to or at Closing | Section [7.X] / [8.X] | Not Started | Consent required under supply agreement with Hartwell Retail Group. FY2024 PureGlow sales to Hartwell: $14,200,000 (~24.5% of PureGlow revenue of $58,000,000). Largest PureGlow customer.
23 | D. Third-Party Consents | Customer Consent — Brindoval Grocers Inc. (supply/distribution agreement) | Third Party / Seller | Diane Choi (MCB) | Prior to or at Closing | Section [7.X] / [8.X] | Not Started | Second of 3 customer supply agreements requiring assignment consent (of 8 total customer supply/distribution agreements). FY2024 PureGlow sales to Brindoval: ~$8,700,000.
24 | D. Third-Party Consents | Customer Consent — Summit Drug Stores LLC (supply/distribution agreement) | Third Party / Seller | Diane Choi (MCB) | Prior to or at Closing | Section [7.X] / [8.X] | Not Started | Third of 3 customer supply agreements requiring assignment consent (of 8 total customer supply/distribution agreements). FY2024 PureGlow sales to Summit: ~$6,100,000.
25 | D. Third-Party Consents | Raw Material Supplier Consent — consent/notice under key ingredient supply contracts | Third Party / Seller | Diane Choi (MCB) | Prior to or at Closing | Section [7.X] | Pending Third Party | Consent or notice letters sent to key raw material/ingredient suppliers for PureGlow product line. Identify any change-of-control or assignment provisions.
26 | E. Regulatory Filings & Transfers | FDA Product Listing Transfer — PureGlow Facial Cleanser (OTC salicylic acid formulation) | Seller / Buyer | Diane Choi (MCB); Philip Kowalski (LHPC) | Prior to or promptly after Closing | Section [7.X] | Not Started | FDA product listing transfer required for OTC-classified PureGlow facial cleanser containing salicylic acid. Product listing numbers to be confirmed in diligence.
27 | E. Regulatory Filings & Transfers | FDA Establishment Registration Update — Dayton, OH manufacturing facility | Buyer | Philip Kowalski (LHPC) | Promptly after Closing | Section [7.X] | Not Started | Update FDA establishment registration for Dayton, OH facility (2200 Dryden Road) to reflect Buyer as new owner/operator of cosmetic and OTC drug manufacturing.
28 | E. Regulatory Filings & Transfers | HSR Act Filing | N/A | N/A | N/A | N/A | N/A | Not required. Purchase Price of $40,000,000 is below the 2025 HSR Act size-of-transaction threshold of $119.5 million.
29 | F. Financial Closing Actions | Wire Transfer — $36,000,000 cash at closing to Seller (Meridian Consumer Brands LLC) | Buyer | Lisa Nakamura (LHPC) | At Closing (June 16, 2025) | Section [2.X] | Not Started | Purchase Price of $40,000,000 less $4,000,000 Indemnity Escrow = $36,000,000 payable by wire transfer to MCB's designated account at closing.
30 | F. Financial Closing Actions | Wire Transfer — $4,000,000 Indemnity Escrow Amount to Pinnacle Trust Company, N.A. | Buyer | Lisa Nakamura (LHPC) | At Closing (June 16, 2025) | Section [2.X] | Not Started | 10% of $40,000,000 Purchase Price deposited into escrow account at Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179). Escrow term: 18 months (release December 16, 2026), subject to extension for pending claims.
31 | F. Financial Closing Actions | Delivery of Estimated Closing Net Working Capital Statement | Seller | Rajiv Subramaniam (MCB) | At or prior to Closing | Section [2.X] | Not Started | NWC Target: $6,350,000 (TTM average ending December 31, 2024). NWC Collar: ±$250,000 (no adjustment if Closing NWC between $6,100,000 and $6,600,000). Post-closing NWC true-up deadline: 90 calendar days after Closing Date.
32 | G. Insurance | R&W Insurance Policy — binding confirmation from Great Northern Mutual Insurance Company | Buyer / Third Party | Philip Kowalski (LHPC); Russell Canfield (Crestline Advisors LLC); Great Northern Mutual Insurance Company | Target: May 9, 2025 / At or prior to Closing | Section [8.X] / [9.X] | Not Started | Buy-side representations & warranties insurance. Policy limit: $10,000,000. Retention (SIR): $1,200,000 (drops to $600,000 after 12 months if no claims). Premium: $340,000 (3.4% rate on $10M limit; borne by Buyer). Subrogation waiver against Seller except for fraud. Carrier: Great Northern Mutual Insurance Company, 100 Summer Street, Suite 3000, Boston, MA 02110.
33 | H. Employee Matters | Offer letters to 74 Transferred Employees — Lakebridge | Buyer | Philip Kowalski (LHPC) | Prior to or at Closing | Section [7.X] | Not Started | 74 employees at Dayton, OH manufacturing facility and New York headquarters to be offered employment by Buyer at closing. Comparable terms of employment for minimum 12 months post-Closing per APA covenants.
34 | H. Employee Matters | WARN Act Compliance — confirmation no mass layoff or plant closing triggered | Buyer / Seller | Philip Kowalski (LHPC); Gerald Fontenot (MCB) | Prior to Closing | Section [7.X] | Not Started | Confirm compliance with federal and Ohio WARN Act requirements. All 74 employees to receive offers; no plant closing or mass layoff anticipated.
35 | I. IP Recordation | USPTO Assignment Recordation — PureGlow trademarks, trade names | Seller's Counsel / Buyer's Counsel | Derek Okonkwo (C&H); Monica Ferreira (Oakridge Phelps LLP) | Promptly after Closing | IP Assignment Agreement | Not Started | Record assignment of PureGlow trademarks and trade names with the U.S. Patent and Trademark Office.
36 | I. IP Recordation | Domain Name Transfer — PureGlow domain names (pureglow.com and related) | Seller / Buyer | Derek Okonkwo (C&H); Monica Ferreira (Oakridge Phelps LLP) | Promptly after Closing | IP Assignment Agreement | Not Started | Transfer registrations of all PureGlow-related domain names to Buyer's designated registrar account.
37 | J. Post-Closing | Post-Closing NWC True-Up — delivery of final NWC calculation | Buyer | Lisa Nakamura (LHPC); Redfield Samuels LLP | Within 90 calendar days after Closing (by September 14, 2025) | Section [2.X] | Not Started | Final determination of Closing NWC. Adjustment payable if outside ±$250,000 collar ($6,100,000 – $6,600,000 range). Seller's tax/accounting advisor: Graymoor & Keene LLP. Buyer's tax/accounting advisor: Redfield Samuels LLP.
38 | J. Post-Closing | IRS Form 8594 Filing — Asset Acquisition Statement | Seller / Buyer | Howard Ellison (Graymoor & Keene LLP); Redfield Samuels LLP | With tax returns for tax year including Closing Date | Section [2.X] / PPA | Not Started | Consistent filing by both Seller and Buyer reflecting agreed Purchase Price Allocation under IRC § 1060.
39 | J. Post-Closing | Escrow Release — $4,000,000 Indemnity Escrow from Pinnacle Trust Company, N.A. | Seller / Buyer / Escrow Agent | Gerald Fontenot (MCB); Philip Kowalski (LHPC); Pinnacle Trust Company, N.A. | December 16, 2026 (18 months post-Closing) | Escrow Agreement | Not Started | Release of remaining escrow balance to Seller, subject to reduction for any pending or resolved indemnification claims.
STATUS SUMMARY | Complete | 0
STATUS SUMMARY | In Progress | 5
STATUS SUMMARY | Not Started | 28
STATUS SUMMARY | Pending Third Party | 1
STATUS SUMMARY | N/A | 1
STATUS SUMMARY | TOTAL ITEMS | 35
[sheet: Key Dates & Milestones]
Date | Event / Milestone | Responsible Party | Status | Notes
March 5, 2025 | LOI executed between MCB and Lakebridge (Ref: LOI-MCB-LHPC-2025-001) | Seller / Buyer | Complete | 60-day exclusivity period commences
March 5, 2025 – May 4, 2025 | Exclusivity Period (60 days) | Seller / Buyer | Active | Per LOI terms
March 10, 2025 | Virtual Data Room opened (Thackeray Solutions) | Seller | Complete | Data room hosted on Thackeray Solutions platform
March 17, 2025 | Calderwood & Harkness LLP engagement opened | Seller's Counsel | Complete | C&H Matter No. 1011-00006; Billing No. 80291-00001
April 7, 2025 | First draft APA (v1.0) circulated by C&H to Oakridge Phelps LLP | Seller's Counsel | Complete | Distributed to Warren Gladstone and Monica Ferreira
April 25, 2025 | Target: Buyer's diligence completion | Buyer | In Progress | Redfield Samuels LLP conducting financial/tax diligence for Buyer
May 4, 2025 | Exclusivity period expiration | Seller / Buyer | Pending
May 9, 2025 | Target: R&W insurance policy binding | Buyer / Great Northern Mutual Insurance Company | Not Started | Buy-side policy; $10M limit; $340,000 premium
May 16, 2025 | Target: APA execution (signing) | Seller / Buyer | Not Started | 31 days prior to target Closing Date
June 16, 2025 | Target: Closing Date | All Parties | Not Started | All closing deliverables due; wire transfers of $36M (Seller) and $4M (escrow)
August 15, 2025 | Outside Date (Drop-Dead / Long-Stop Date) | Seller / Buyer | Not Started | If closing has not occurred by this date, either party may terminate the APA
September 14, 2025 | Post-Closing NWC True-Up Deadline (90 calendar days after Closing) | Buyer | Not Started | Final NWC calculation due; NWC Target $6,350,000; Collar ±$250,000
December 16, 2026 | Escrow Release Date (18 months post-Closing) | Pinnacle Trust Company, N.A. | Not Started | Release of $4,000,000 Indemnity Escrow, subject to pending claims
June 30, 2030 | Dayton, OH Facility Lease Expiration | Buyer (post-assignment) | N/A | Lease assigned to Buyer at closing; ~5.2 years remaining from Closing
[sheet: Party Contact Directory]
Organization | Full Legal Name | Role in Transaction | Key Contact(s) | Title | Address | EIN
Meridian Consumer Brands LLC | Meridian Consumer Brands LLC | Seller | Catherine Albrecht; Rajiv Subramaniam; Gerald Fontenot; Diane Choi | CEO; CFO; General Counsel & Corp. Secretary; VP, Business Development (deal lead) | 450 Park Avenue South, 14th Floor, New York, NY 10016 (HQ) / 1209 Orange Street, Wilmington, DE 19801 (Registered Agent c/o Capitol Registered Agents Inc.) | 83-2947156
Hargrove Capital Partners LP | Hargrove Capital Partners LP | Sponsor (controls Seller via Fund IV; 78.4% ownership) | Malcolm Hargrove; Elena Vasquez-Drummond | Founder & Managing Partner; Partner, Consumer & Retail (Board Observer at MCB) | 399 Lexington Avenue, Suite 3200, New York, NY 10017 | —
Hargrove Capital Partners Fund IV LP | Hargrove Capital Partners Fund IV LP | Direct Owner of MCB (78.4%); GP: Hargrove Capital GenPar IV LLC | — | — | — | 85-1034782
Lakebridge Home & Personal Care, Inc. | Lakebridge Home & Personal Care, Inc. | Buyer | Thomas Brennan III; Lisa Nakamura; Philip Kowalski | Chairman & CEO; CFO; VP, Corporate Development (deal lead) | 7100 Rockside Road, Suite 400, Independence, OH 44131 (HQ) / 52 East Gay Street, Columbus, OH 43215 (Registered Agent c/o Buckeye Statutory Services LLC) | 31-4589201
Calderwood & Harkness LLP | Calderwood & Harkness LLP | Seller's Outside Legal Counsel | James Prentice; Sandra Tung; Derek Okonkwo; Tiffany Rosenthal | Responsible Partner; Billing Partner; Lead Associate; Working Associate | One Liberty Plaza, 44th Floor, New York, NY 10006 | —
Oakridge Phelps LLP | Oakridge Phelps LLP | Buyer's Outside Legal Counsel | Warren Gladstone; Monica Ferreira | Lead Partner; Senior Associate | 200 Public Square, Suite 3600, Cleveland, OH 44114 | —
Whitfield Barrow & Co. LLC | Whitfield Barrow & Co. LLC | Sell-Side Financial Advisor / Investment Bank | Nathaniel Ashford; Priya Ranganathan | Managing Director, Consumer & Retail M&A; Vice President | 277 Park Avenue, 30th Floor, New York, NY 10172 | —
Crestline Advisors LLC | Crestline Advisors LLC | Buy-Side Financial Advisor | Russell Canfield | Managing Director | 1375 East 9th Street, Suite 2100, Cleveland, OH 44114 | —
Pinnacle Trust Company, N.A. | Pinnacle Trust Company, N.A. | Escrow Agent | — | — | 385 Madison Avenue, New York, NY 10179 | —
Graymoor & Keene LLP | Graymoor & Keene LLP | Seller's Accounting / Tax Advisor | Howard Ellison | Tax Partner | 1345 Avenue of the Americas, Suite 2400, New York, NY 10105 | —
Redfield Samuels LLP | Redfield Samuels LLP | Buyer's Accounting / Tax / Diligence Advisor | — | — | 925 Euclid Avenue, Suite 1700, Cleveland, OH 44115 | —
Great Northern Mutual Insurance Company | Great Northern Mutual Insurance Company | R&W Insurance Carrier (Buy-Side Policy) | — | — | 100 Summer Street, Suite 3000, Boston, MA 02110 | —
Buckeye Industrial Realty Partners LLC | Buckeye Industrial Realty Partners LLC | Landlord — Dayton, OH Facility | — | — | 500 South Main Street, Suite 800, Dayton, OH 45402 | —
Hartwell Retail Group | Hartwell Retail Group | Largest PureGlow Customer (FY2024 sales $14.2M; ~24.5% of PureGlow revenue) | — | — | — | —
[sheet: Transaction Summary]
Parameter | Value | Notes
Transaction Type | Carve-Out Divestiture — Asset Purchase | Sale of PureGlow personal-care product line
Seller | Meridian Consumer Brands LLC (Delaware LLC) | PE-backed; 78.4% owned by Hargrove Capital Partners Fund IV LP; 14.1% management rollover; 7.5% minority co-investors
Buyer | Lakebridge Home & Personal Care, Inc. (Ohio corporation) | Privately held; 100% owned by Brennan family trust and current management
Purchase Price | $40,000,000 | Fixed
Cash at Closing | $36,000,000 | $40,000,000 – $4,000,000 escrow
Indemnity Escrow Amount | $4,000,000 | 10% of Purchase Price; deposited with Pinnacle Trust Company, N.A.
Escrow Term | 18 months from Closing | Release: December 16, 2026 (assuming June 16, 2025 closing)
NWC Target | $6,350,000 | TTM average ending December 31, 2024
NWC Collar | ± $250,000 | No adjustment if between $6,100,000 and $6,600,000
NWC True-Up Deadline | 90 calendar days post-Closing
Purchase Price Allocation — Inventory | $8,200,000 | IRC § 1060
Purchase Price Allocation — Equipment | $4,600,000 | IRC § 1060
Purchase Price Allocation — Intellectual Property | $18,500,000 | IRC § 1060
Purchase Price Allocation — Customer Relationships | $5,700,000 | IRC § 1060
Purchase Price Allocation — Goodwill | $3,000,000 | IRC § 1060; total allocations sum to $40,000,000
Seller General Indemnity Cap | $4,000,000 | 10% of Purchase Price; limited to escrow recovery
Seller Fundamental Rep Cap | $40,000,000 | 100% of Purchase Price
Buyer General Indemnity Cap | $4,000,000 | Mirrors Seller's general cap
Mini-Basket (per-claim de minimis) | $25,000
Deductible Basket | $400,000 | 1% of Purchase Price; tipping basket
General Rep Survival | 18 months from Closing
Fundamental Rep Survival | 36 months from Closing
Tax Rep Survival | 60 days after expiration of applicable statute of limitations
R&W Insurance — Policy Limit | $10,000,000 | Buy-side excess policy; Great Northern Mutual Insurance Company
R&W Insurance — Retention (SIR) | $1,200,000 | Drops to $600,000 after 12 months if no claims
R&W Insurance — Premium | $340,000 | 3.4% rate on $10M limit; borne by Buyer
R&W Insurance — Subrogation | Waived against Seller except for fraud
PureGlow FY2024 Revenue | $58,000,000 | ~9.35% of MCB consolidated revenue of $620,000,000
PureGlow FY2024 Adjusted EBITDA | $5,800,000 | 10% margin
Implied EV / EBITDA Multiple | ~6.9× | $40M ÷ $5.8M
PureGlow SKUs | 23 | 4 product categories: body wash, lotion, facial cleanser, hand soap
Transferred Employees | 74 | Dayton, OH plant and New York HQ
Customer Supply Agreements | 8 total; 3 require consent | Largest: Hartwell Retail Group ($14.2M FY2024 PureGlow sales; ~24.5%)
Dayton Facility | 127,000 sq. ft.; 2200 Dryden Road, Dayton, OH 45439 | Leased from Buckeye Industrial Realty Partners LLC; annual rent $1,143,000; expires June 30, 2030
TSA Base Term | 12 months (max 18 months with extensions) | Cost-plus 5%; est. $185,000/month ($2,220,000 annualized)
Governing Law | New York
HSR Filing | Not required | Purchase Price below 2025 $119.5M threshold
Target Closing Date | June 16, 2025 | 31 days post-signing
Outside Date | August 15, 2025 | Drop-dead / long-stop date
MCB Consolidated FY2024 Revenue | $620,000,000 | Multi-brand consumer products platform

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts