1011-00006 · Calderwood & Harkness LLP · Closing

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

One Liberty Plaza, 44th Floor New York, New York 10006

Telephone: (212) 455-7200 Facsimile: (212) 455-7201

June 16, 2025

Lakebridge Home & Personal Care, Inc. 7100 Rockside Road, Suite 400 Independence, Ohio 44131

Attention: Thomas Brennan III, Chairman & Chief Executive Officer

Lisa Nakamura, Chief Financial Officer Philip Kowalski, Vice President, Corporate Development

With a copy to:

Oakridge Phelps LLP 200 Public Square, Suite 3600 Cleveland, Ohio 44114

Attention: Warren Gladstone, Lead Partner

Monica Ferreira, Senior Associate

Re: Legal Opinion of Calderwood & Harkness LLP delivered pursuant to Section 7.2(e) of the Asset Purchase Agreement, dated as of May 16, 2025 (the "APA"), by and between Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), and Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"), for the sale and purchase of the PureGlow personal-care product line and related Acquired Assets

Ladies and Gentlemen:

1. Introduction and Engagement

We have acted as counsel to Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), in connection with the negotiation, preparation, execution, and delivery of the APA and the ancillary agreements described herein, and the consummation of the transactions contemplated thereby, specifically the carve-out divestiture by Seller of its PureGlow personal-care product line and the related Acquired Assets (as defined in the APA) to Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"). Our engagement with respect to this matter is reflected in our internal matter number 1011-00006.

This opinion letter (this "Opinion") is delivered to Buyer and to Buyer's counsel, Oakridge Phelps LLP, on the Closing Date (June 16, 2025) pursuant to the requirements of Section 7.2(e) of the APA, as a condition to the obligations of Buyer to consummate the closing of the transactions contemplated by the APA (the "Closing"). The delivery of this Opinion to Buyer is a condition precedent to the Closing, and we understand that Buyer and its counsel will rely upon the opinions expressed herein in connection with the consummation of the Transaction (as defined below).

In rendering the opinions expressed herein, we have acted solely as counsel to Seller and have not acted as counsel to Buyer, Oakridge Phelps LLP, or any other party to the Transaction Documents (as defined below). Nothing in this Opinion shall be construed to create an attorney-client relationship between Calderwood & Harkness LLP and any person or entity other than Seller.

2. Defined Terms and Documents Examined

2.1 Defined Terms

Capitalized terms used but not otherwise defined in this Opinion have the respective meanings ascribed to such terms in the APA. In addition, as used in this Opinion, the following terms have the following meanings:

"Seller" means Meridian Consumer Brands LLC, a Delaware limited liability company, with its principal executive offices at 450 Park Avenue South, 14th Floor, New York, New York 10016.

"Buyer" means Lakebridge Home & Personal Care, Inc., an Ohio corporation, with its principal executive offices at 7100 Rockside Road, Suite 400, Independence, Ohio 44131.

"Transaction" means the sale and purchase of the Acquired Assets and the assumption of the Assumed Liabilities by Buyer pursuant to the terms and conditions of the APA, including all related transactions contemplated by the Transaction Documents.

"Transaction Documents" means, collectively, the APA and each of the following ancillary agreements, instruments, and certificates delivered or to be delivered in connection with the Closing:

(a) the Transition Services Agreement, dated as of the date hereof, by and between Seller and Buyer, pursuant to which Seller has agreed to provide certain transitional services to Buyer for a period following the Closing;

(b) the Escrow Agreement, dated as of the date hereof, among Seller, Buyer, and Pinnacle Trust Company, N.A., as escrow agent, providing for the establishment of an escrow account to secure certain post-closing indemnification and adjustment obligations under the APA;

(c) the intellectual Property Assignment Agreement, dated as of the date hereof, from Seller to Buyer, pursuant to which Seller has assigned to Buyer all of Seller's right, title, and interest in and to the PureGlow trademarks, trade names, product formulations, and associated intellectual property comprising the Transferred intellectual Property (as defined in the APA);

(d) the Bill of Sale, dated as of the date hereof, from Seller to Buyer, pursuant to which Seller has transferred, conveyed, and delivered to Buyer all of Seller's right, title, and interest in and to the tangible Acquired Assets, including inventory valued at approximately $8,200,000 and equipment valued at approximately $4,600,000, as further described in the APA and the schedules thereto;

(e) the Lease Assignment and Assumption Agreement, dated as of the date hereof, by and between Seller and Buyer, pursuant to which Seller has assigned, and Buyer has assumed, Seller's interest as lessee under the lease for the manufacturing and distribution facility located in Dayton, Ohio (the "Dayton Facility Lease"), together with the landlord consent to such assignment executed by Buckeye Industrial Realty Partners LLC;

(f) the Seller's Officer Certificate, dated as of the date hereof, executed by Catherine Albrecht, Chief Executive Officer of Seller, or Rajiv Subramaniam, Chief Financial Officer of Seller, certifying as to the accuracy of certain representations and warranties made by Seller in the APA and as to the satisfaction of certain conditions to Closing; and

(g) all other agreements, instruments, certificates, and documents delivered by Seller at or prior to the Closing in connection with the Transaction.

2.2 Documents Examined

In connection with the preparation and delivery of this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, agreements, and instruments:

1. The Asset Purchase Agreement, dated as of May 16, 2025, by and between Seller and Buyer, including all exhibits and schedules attached thereto (including, without limitation, the Seller Disclosure Schedules);

2. The Transition Services Agreement, dated as of the date hereof, by and between Seller and Buyer;

3. The Escrow Agreement, dated as of the date hereof, among Seller, Buyer, and Pinnacle Trust Company, N.A., as escrow agent;

4. The intellectual Property Assignment Agreement, dated as of the date hereof, from Seller to Buyer;

5. The Bill of Sale, dated as of the date hereof, from Seller to Buyer;

6. The Lease Assignment and Assumption Agreement, dated as of the date hereof, by and between Seller and Buyer, together with the landlord consent executed by Buckeye Industrial Realty Partners LLC;

7. The Certificate of Formation of Meridian Consumer Brands LLC, as originally filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof;

8. The Amended and Restated Limited Liability Company Agreement of Meridian Consumer Brands LLC, as currently in effect (the "LLC Agreement");

9. A Certificate of Good Standing with respect to Meridian Consumer Brands LLC issued by the Secretary of State of the State of Delaware, dated on or about June 12, 2025 (the "Good Standing Certificate");

10. The written resolutions of the members and managers of Meridian Consumer Brands LLC, including the written consent of Hargrove Capital Partners Fund IV LP, as the holder of a 78.4% majority membership interest in Seller, acting through its general partner Hargrove Capital GenPar IV LLC, authorizing the execution, delivery, and performance of the Transaction Documents by Seller and the consummation of the Transaction (collectively, the "Authorizing Resolutions");

11. Certificates of officers and authorized representatives of Seller, including the Seller's Officer Certificate executed by Catherine Albrecht, Chief Executive Officer of Seller, and a certificate executed by Rajiv Subramaniam, Chief Financial Officer of Seller, in each case certifying as to certain factual matters relevant to the opinions expressed herein; and

12. Such other documents, records, agreements, certificates, instruments, and materials as we have deemed necessary or appropriate for the purpose of rendering this Opinion.

We have also reviewed such matters of law as we have considered necessary or appropriate to render the opinions expressed herein.

3. Assumptions

In rendering the opinions expressed herein, we have, with your consent and the consent of Buyer's counsel, assumed the following, without independent investigation or verification:

(a) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the authentic original documents, and all such original documents are authentic, complete, and accurate.

(b) All signatures on all documents that we have examined are genuine, and the persons who executed such documents on behalf of any party thereto (other than Seller) were duly authorized to do so.

(c) All natural persons who have executed any of the Transaction Documents or any other documents examined by us had, at the time of such execution, the legal capacity to do so.

(d) Buyer is duly organized, validly existing, and in good standing under the laws of the State of Ohio, and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby.

(e) Each of the Transaction Documents to which Buyer is a party has been duly authorized by all necessary corporate action on the part of Buyer and has been duly executed and delivered by Buyer.

(f) Each party to the Transaction Documents (other than Seller) has complied, and will continue to comply, with all applicable laws, rules, regulations, orders, judgments, and contractual obligations applicable to such party in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the Transaction.

(g) There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any Transaction Document, and the execution and delivery of each Transaction Document by each party thereto reflects the genuine intent and voluntary act of such party.

(h) The APA and each ancillary Transaction Document accurately reflect the complete agreement of the parties thereto with respect to the subject matter thereof, and there are no oral or written agreements, understandings, or arrangements between or among any of the parties to the Transaction Documents that modify, supplement, or otherwise affect the terms of the Transaction Documents as written.

(i) The consideration recited in the Transaction Documents, including the Purchase Price of Forty Million Dollars ($40,000,000), is adequate and has been, or will be on the Closing Date, duly paid or delivered in accordance with the terms of the APA, and the payment of the Purchase Price and the establishment of the escrow account with Pinnacle Trust Company, N.A. will be accomplished in accordance with the terms of the APA and the Escrow Agreement.

(j) All consents, approvals, authorizations, filings, registrations, and notifications of or with governmental authorities and third parties that are required in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the Transaction by parties other than Seller have been duly obtained, given, or made, and are in full force and effect. Without limiting the generality of the foregoing, we have assumed that (i) the landlord consent of Buckeye Industrial Realty Partners LLC to the assignment of the Dayton Facility Lease from Seller to Buyer has been duly executed and delivered and is in full force and effect, and (ii) all consents required under the three customer supply agreements identified in Schedule 3.4(b) of the Seller Disclosure Schedules as requiring consent for assignment have been duly obtained.

(k) Pinnacle Trust Company, N.A. is duly organized and existing as a national banking association under the laws of the United States, has the requisite corporate power and authority to enter into and perform its obligations under the Escrow Agreement, and has been duly authorized to act as escrow agent thereunder.

(l) The factual statements, representations, and warranties made by Seller and its officers and authorized representatives in the Transaction Documents, the Seller Disclosure Schedules, the Seller's Officer Certificate, and any other certificates or documents delivered by or on behalf of Seller in connection with the Transaction are true, correct, and complete in all material respects as of the date hereof.

4. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:

4.1 Organization and Good Standing

Meridian Consumer Brands LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied solely upon our review of (i) the Certificate of Formation of Meridian Consumer Brands LLC, as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, and (ii) the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated on or about June 12, 2025. We note that Seller's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, and that Seller maintains its principal executive offices at 450 Park Avenue South, 14th Floor, New York, New York 10016. We express no opinion as to the good standing or qualification of Seller in any jurisdiction other than the State of Delaware.

4.2 Power and Authority

Meridian Consumer Brands LLC has the requisite limited liability company power and authority under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and its LLC Agreement to (a) execute and deliver the APA and each of the ancillary Transaction Documents to which Seller is a party, (b) perform its obligations under the APA and each such ancillary Transaction Document, and (c) consummate the transactions contemplated thereby, including, without limitation, the sale, assignment, transfer, conveyance, and delivery of the Acquired Assets comprising the PureGlow personal-care product line and the provision of the transition services contemplated by the Transition Services Agreement.

In rendering this opinion, we note that the ownership and governance structure of Seller is as follows: Hargrove Capital Partners Fund IV LP, acting through its general partner Hargrove Capital GenPar IV LLC, holds a 78.4% majority membership interest in Seller; management rollover holders collectively hold a 14.1% membership interest; and minority co-investors collectively hold a 7.5% membership interest. We have reviewed the LLC Agreement and the Authorizing Resolutions and are satisfied that all requisite member and manager approvals necessary for the authorization of the Transaction Documents and the consummation of the Transaction have been obtained in accordance with the terms and provisions of the LLC Agreement and applicable law.

4.3 Due Authorization, Execution, and Delivery; Enforceability

The execution, delivery, and performance by Meridian Consumer Brands LLC of the APA and each of the ancillary Transaction Documents to which Seller is a party, and the consummation by Seller of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of Seller, including all required approvals of the members and managers of Seller as set forth in the Authorizing Resolutions.

Each Transaction Document to which Seller is a party has been duly executed and delivered by Seller.

Each Transaction Document to which Seller is a party constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, subject, however, to the Enforceability Qualifications set forth in Section 5.1 below.

4.4 No Violation of Organizational Documents

(a) violate, conflict with, or result in a breach of or default under any provision of the Certificate of Formation of Seller (as amended) or the Amended and Restated Limited Liability Company Agreement of Seller; or

(b) result in the creation or imposition of any lien, encumbrance, security interest, pledge, charge, or other restriction of any kind on any of the Acquired Assets under or pursuant to the Certificate of Formation of Seller (as amended) or the Amended and Restated Limited Liability Company Agreement of Seller.

5. Qualifications and Limitations

The opinions expressed in Section 4 above are subject to, and limited and qualified by, the following:

5.1 Enforceability Qualifications

The enforceability opinion set forth in Section 4.3 above is subject to, and limited and qualified by, the following (collectively, the "Enforceability Qualifications"):

(a) Bankruptcy and Insolvency Qualification. The effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and remedies generally, including, without limitation, the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended from time to time, and the rules and regulations promulgated thereunder, and any comparable state or federal laws affecting the rights and remedies of creditors generally.

(b) Equitable Principles Qualification. The effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies), regardless of whether enforcement is considered in a proceeding in equity or at law. The application of such equitable principles is within the discretion of the court before which any proceeding may be brought, and the availability of equitable remedies is not assured.

(c) Specific Unenforceability Matters. The possible unenforceability of certain provisions of the Transaction Documents, including, without limitation, provisions relating to:

(i) indemnification, contribution, or exculpation, to the extent such provisions are found to violate public policy, including applicable federal or state securities laws, or to exceed the scope of indemnification permitted under applicable law;

(ii) waivers of rights, claims, or defenses, to the extent that such waivers are found to be contrary to applicable law or public policy, or to the extent that such rights, claims, or defenses are deemed non-waivable under applicable law;

(iii) provisions providing for the payment or imposition of penalties, liquidated damages, late charges, or forfeitures, to the extent that a court of competent jurisdiction determines that the amounts specified therein do not represent a reasonable estimate of the anticipated harm or loss and instead constitute an unenforceable penalty;

(iv) provisions purporting to establish standards of proof, evidentiary standards, or presumptions, or to shift the burden of proof, to the extent that such provisions contravene applicable procedural or substantive law;

(v) rights to attorneys' fees, expenses, or costs of collection, to the extent limited or precluded by applicable state or federal law; and

(vi) provisions relating to the severability of unenforceable provisions, to the extent that such provisions purport to direct, limit, or constrain judicial discretion regarding the reformation or severance of contractual terms.

5.2 Scope Limitations

(a) Jurisdictional Limitation. This Opinion is limited solely to the laws of the State of New York, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Ohio (being the state of incorporation of Buyer), the laws of any jurisdiction in which the Acquired Assets may be located (other than as expressly addressed herein), or the laws of any foreign country, state, province, or other political subdivision thereof.

(b) Subject-Matter Exclusions. Without limiting the generality of the foregoing jurisdictional limitation, we express no opinion whatsoever with respect to the following matters:

(i) Tax Matters. Federal, state, local, or foreign tax laws, regulations, or rulings of any kind, including, without limitation, the allocation of the Purchase Price among the Acquired Assets pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, the tax consequences of the Transaction to either Seller or Buyer, any sales, use, transfer, or similar taxes that may be imposed in connection with the Transaction, and any withholding tax obligations;

(ii) Antitrust and Competition Laws. Federal, state, or foreign antitrust, competition, or trade regulation laws, rules, or regulations, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder; provided, however, that we note for informational purposes only that, based on the Purchase Price of $40,000,000, a filing under the HSR Act is not required because the Purchase Price is below the applicable 2025 HSR Act size-of-transaction threshold of $119.5 million;

(iii) Environmental Laws. Federal, state, or local environmental laws, rules, or regulations, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and any comparable state environmental laws or regulations;

(iv) Pension, Benefits, and ERISA Matters. The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any federal, state, or local laws, rules, or regulations relating to employee benefit plans, pension plans, health and welfare plans, or similar arrangements, including any matters relating to the seventy-four (74) employees of Seller expected to be offered employment by Buyer in connection with the Transaction, and any obligations arising under the Worker Adjustment and Retraining Notification Act or similar state laws;

(v) Regulatory Matters. The Federal Food, Drug, and Cosmetic Act, as amended, the rules and regulations of the U.S. Food and Drug Administration ("FDA"), and any comparable state or foreign regulatory laws, including, without limitation, matters relating to the FDA product listing transfers for the over-the-counter (OTC) classified PureGlow facial cleanser products, or any other product safety, labeling, or consumer protection regulatory requirements;

(vi) intellectual Property. The registrability, validity, scope, enforceability, or infringement of any patents, trademarks, trade names, copyrights, trade secrets, or other intellectual property rights, whether under federal, state, or foreign law, notwithstanding that the intellectual Property Assignment Agreement is included among the Transaction Documents and notwithstanding that opinions are rendered herein with respect to the due execution and enforceability of such agreement as a contractual instrument;

(vii) Securities Laws. Federal or state securities laws, rules, or regulations, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under each; and

(viii) Fraudulent Transfer Laws. Fraudulent transfer or fraudulent conveyance laws under federal or state law, except to the extent that such laws are addressed in the Enforceability Qualifications set forth in Section 5.1(a) above.

(c) Restrictive Covenants. No opinion is rendered as to the enforceability, validity, or scope of any non-competition, non-solicitation, employee or customer non-interference, or other restrictive covenant provisions, if any, that may be contained in the APA, the Transition Services Agreement, or any other Transaction Document, the enforceability of which may be subject to limitations under applicable state law based on reasonableness of duration, geographic scope, and scope of restricted activities.

(d) Financial and Commercial Matters. This Opinion does not address, and we express no opinion with respect to, (i) the compliance by Seller or Buyer with any financial covenants, calculations, or adjustments, including, without limitation, the Net Working Capital adjustment mechanism set forth in the APA (including the Net Working Capital Target of $6,350,000, the adjustment collar of plus or minus $250,000, and the ninety (90) day post-Closing true-up process), (ii) the adequacy or fairness of the Purchase Price or any other consideration payable in connection with the Transaction, or (iii) the commercial reasonableness or business wisdom of the Transaction or any of the terms thereof.

5.3 Reliance on Certificates and Factual Matters

(a) In rendering the opinion regarding the organization and good standing of Seller set forth in Section 4.1 above, we have relied exclusively upon the Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated on or about June 12, 2025, and upon our review of the Certificate of Formation and the amendments thereto as filed with the Secretary of State of the State of Delaware. We have made no independent investigation or verification of the factual matters stated in, or underlying, such certificate, and we express no opinion as to the accuracy, completeness, or continued validity of such certificate beyond the date of its issuance.

(b) In rendering the opinions relating to the authorization of the Transaction Documents and the Transaction by Seller set forth in Sections 4.2 and 4.3 above, we have relied upon the Authorizing Resolutions adopted by the members and managers of Seller, the certificates of officers and authorized representatives of Seller (including the Seller's Officer Certificate and the certificate of the Chief Financial Officer), and our review of the LLC Agreement. We have made no independent investigation or verification of the factual matters stated in such resolutions and certificates, and we have assumed that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

(c) We have assumed, without independent investigation or verification, that Seller has obtained all consents, approvals, authorizations, permits, licenses, and orders of governmental authorities and third parties that are required for the execution, delivery, and performance of the Transaction Documents by Seller and the consummation of the Transaction, other than such consents, approvals, or authorizations, if any, that are specifically identified in the APA or the Seller Disclosure Schedules as post-Closing obligations of Seller. We have undertaken no independent review of the existence, validity, or sufficiency of any such consent, approval, or authorization.

6. Governing Law of the Opinion

This Opinion, and the opinions expressed herein, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

7. Limitations on Use and Reliance

This Opinion is rendered solely for the benefit of Lakebridge Home & Personal Care, Inc. (as Buyer) and Oakridge Phelps LLP (as Buyer's counsel) in connection with the Transaction, and is delivered in satisfaction of the condition set forth in Section 7.2(e) of the APA. This Opinion may not be relied upon by any other person or entity, or for any other purpose or in connection with any other transaction, without the prior written consent of Calderwood & Harkness LLP.

Notwithstanding the foregoing, this Opinion may be relied upon by Great Northern Mutual Insurance Company in connection with its representations and warranties insurance policy issued in connection with the Transaction (Policy Limit: $10,000,000; Retention: $1,200,000), but solely to the extent that reliance on this Opinion by such insurer is expressly required by the terms of such policy, and subject to all qualifications, limitations, and assumptions set forth herein.

This Opinion is rendered as of the date hereof, June 16, 2025, and speaks only as of such date. We assume no obligation, and undertake no duty, to update, revise, supplement, or withdraw this Opinion, or to notify Buyer, Buyer's counsel, or any other person or entity entitled to rely hereon, of any facts or circumstances that may come to our attention after the date hereof, or of any changes in applicable law (whether by legislative action, judicial decision, administrative regulation, or otherwise) that may occur or become effective after the date hereof, even if such facts, circumstances, or changes would affect the opinions expressed herein.

This Opinion is limited to the matters expressly stated herein, and no opinion is to be implied or inferred beyond the matters expressly set forth herein. The rendering of this Opinion shall not be construed as a guaranty or warranty of any kind, and shall not be construed as an opinion with respect to any matter not expressly addressed herein.

Very truly yours,