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OFFICER'S CERTIFICATE OF MERIDIAN CONSUMER BRANDS LLC

Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement

Dated as of June 16, 2025

June 16, 2025

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

Attention: Board of Directors

INTRODUCTORY RECITALS

The undersigned, Catherine Albrecht, in her capacity as Chief Executive Officer of Meridian Consumer Brands LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware, with its principal office located at 450 Park Avenue South, 14th Floor, New York, NY 10016 (the "Seller" or the "Company"), hereby certifies and delivers this Officer's Certificate (this "Certificate") to Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"), pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of May 16, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Seller and Buyer.

The Agreement provides for the sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of the PureGlow personal-care product line (comprising brands, formulations, inventory, manufacturing equipment, customer contracts, and associated intellectual property) (collectively, the "Acquired Assets"), and the assumption by Buyer of certain specified liabilities of Seller relating thereto, for a total purchase price of Forty Million Dollars ($40,000,000) (the "Purchase Price"), subject to and in accordance with the terms and conditions set forth in the Agreement.

This Certificate is being delivered as a condition to the obligations of Buyer to consummate the Closing (as defined in the Agreement) on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings assigned to such terms in the Agreement.

The undersigned hereby certifies that she is a duly authorized officer of the Seller, is familiar with the business and affairs of the Seller and with the transactions contemplated by the Agreement and the ancillary agreements entered into in connection therewith, and has made such investigation, inquiry, and review of the books, records, contracts, and other documents and information of the Seller as the undersigned has deemed necessary and appropriate in order to deliver this Certificate and the certifications contained herein.

Based on the foregoing, and in consideration of the agreements, covenants, and obligations of Buyer set forth in the Agreement, the undersigned hereby certifies to Buyer as follows:

Section 1. Certification Regarding Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of Seller contained in Article IV of the Agreement is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications or limitations contained therein) as of the date of the Agreement (May 16, 2025) and as of the Closing Date (June 16, 2025), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all respects as of such earlier date.

Notwithstanding the foregoing, the certifications set forth in the immediately preceding paragraph shall be deemed satisfied unless the failure of the representations and warranties of Seller contained in Article IV of the Agreement to be true and correct (determined without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications or limitations contained therein) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the business, operations, condition (financial or otherwise), results of operations, or prospects of the PureGlow Business (as such terms are defined in the Agreement).

The undersigned further certifies that, notwithstanding the qualified bring-down standard set forth in the immediately preceding paragraph, the Fundamental Representations of Seller (as defined in the Agreement), including without limitation: (a) the representations regarding organization and good standing set forth in Section 4.1 of the Agreement; (b) the representations regarding authority, execution, delivery, and enforceability set forth in Section 4.2 of the Agreement; (c) the representations regarding title to the Acquired Assets set forth in Section 4.8 of the Agreement; and (d) the representations regarding brokers and finders set forth in Section 4.18 of the Agreement, are, in each case, true and correct in all respects (or, where qualified by materiality, in all material respects) as of the date of the Agreement and as of the Closing Date, as though made on and as of the Closing Date.

Section 2. Certification Regarding Covenants

The undersigned hereby certifies that Seller has duly performed and complied in all material respects with all of the covenants, agreements, obligations, and conditions required by the Agreement to be performed, complied with, or satisfied by Seller at or prior to the Closing, including without limitation the following pre-closing covenants:

(a) Ordinary Course of Business. Seller has conducted the PureGlow Business in the ordinary course of business consistent with past practice during the period from and after the date of the Agreement (May 16, 2025) through and including the Closing Date (June 16, 2025), including maintaining customary inventory levels, honoring existing customer and supplier commitments, retaining key personnel, and preserving the goodwill and ongoing operations of the PureGlow Business in all material respects.

(b) Third-Party Consents. Seller has used its commercially reasonable efforts to cooperate with Buyer in seeking and obtaining all required consents, approvals, and waivers of third parties necessary for the consummation of the transactions contemplated by the Agreement, including:

(i) the consent of Buckeye Industrial Realty Partners LLC, as landlord, to the assignment of that certain Lease Agreement dated July 1, 2020, for the approximately 127,000 square foot manufacturing facility located at 2200 Dryden Road, Dayton, OH 45439 (the "Dayton Facility Lease");

(ii) the consents required under three (3) of the eight (8) customer supply and distribution agreements included among the Acquired Assets that contain anti-assignment or change-of-control provisions requiring the counterparty's prior written consent to assignment, including the Supply and Distribution Agreement by and between Seller and Hartwell Retail Group, dated as of February 14, 2022, as amended (the "Hartwell Agreement"); and

(iii) such other third-party consents as are identified on Schedule 8.2(c) to the Agreement.

(c) FDA Product Listing Transfers. Seller has cooperated with Buyer in connection with the transfer of FDA product listing registrations for the over-the-counter ("OTC") classified PureGlow facial cleanser product (salicylic acid formulation, NDC Numbers as set forth in Schedule 4.15 to the Agreement), including the preparation and filing of updated FDA establishment registration and drug listing information as required under 21 C.F.R. Part 207 and applicable FDA guidance.

(d) Access and Information. Seller has provided Buyer and its representatives with reasonable access to the PureGlow Business, the Acquired Assets, and the books, records, contracts, personnel, facilities, and other information of Seller relating to the PureGlow Business, in each case during normal business hours and upon reasonable prior notice, as required by Section 6.3 of the Agreement.

(e) Disclosure Schedules. Seller has delivered to Buyer the Seller Disclosure Schedules (as supplemented or amended through the Closing Date in accordance with Section 6.8 of the Agreement), and such Seller Disclosure Schedules are true, correct, and complete in all material respects as of the Closing Date.

(f) Preservation of Representations and Warranties. Seller has not taken any action, or failed to take any action, that would cause any representation or warranty of Seller contained in Article IV of the Agreement to become untrue or incorrect in any material respect as of the Closing Date.

(g) Maintenance of Insurance. Seller has maintained in full force and effect all insurance policies covering the Acquired Assets and the PureGlow Business in amounts and on terms no less favorable than those in effect as of the date of the Agreement, in accordance with Section 6.5 of the Agreement.

Section 3. Certification Regarding No Material Adverse Effect

The undersigned hereby certifies that, since the date of the Agreement (May 16, 2025) through and including the Closing Date (June 16, 2025), there has not occurred any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the PureGlow Business (as such term "Material Adverse Effect" is defined in Section 1.1 of the Agreement). This certification is made as of the Closing Date, June 16, 2025, after due inquiry and review of the business, operations, financial condition, results of operations, and prospects of the PureGlow Business during the interim period between signing and Closing.

Section 4. Certification Regarding Consents and Approvals

The undersigned hereby certifies that all consents, approvals, authorizations, permits, orders, filings, registrations, and waivers of any third party (including any governmental authority, regulatory body, or quasi-governmental entity) required to be obtained or made by Seller in connection with the execution, delivery, and performance of the Agreement and the ancillary agreements, and the consummation of the transactions contemplated thereby, have been duly obtained or made and are in full force and effect as of the Closing Date, without any conditions or limitations that would materially and adversely affect the ability of Buyer to own, operate, and enjoy the Acquired Assets and the PureGlow Business following the Closing. Such consents, approvals, authorizations, and waivers include, without limitation, the following:

(a) the written consent of Buckeye Industrial Realty Partners LLC, as landlord under the Dayton Facility Lease, to the assignment of such Lease Agreement from Seller to Buyer and the assumption of all of Seller's obligations thereunder by Buyer, effective as of the Closing Date, which consent was obtained on June 9, 2025, and a copy of which is attached to the Lease Assignment and Assumption Agreement delivered at the Closing; and

(b) the written consents of the counterparties to three (3) of the eight (8) customer supply and distribution agreements included among the Acquired Assets, specifically:

(i) the consent of Hartwell Retail Group to the assignment of the Supply and Distribution Agreement dated February 14, 2022, as amended;

(ii) the consent of the applicable counterparty to the assignment of the Supply Agreement described in item 2 of Schedule 4.12(b) to the Agreement; and

(iii) the consent of the applicable counterparty to the assignment of the Distribution Agreement described in item 5 of Schedule 4.12(b) to the Agreement.

The undersigned further certifies that, after due inquiry and consultation with legal counsel, no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the transactions contemplated by the Agreement, as the Purchase Price of $40,000,000 is below the applicable 2025 size-of-transaction threshold of $119.5 million established pursuant to the HSR Act and the rules and regulations promulgated thereunder by the Federal Trade Commission.

Section 5. Certification Regarding Organizational Standing

The undersigned hereby certifies, as of the Closing Date, that:

(a) 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, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware delivered at the Closing. The Company's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

(b) Seller has all requisite limited liability company power and authority to own, lease, and operate the Acquired Assets and to carry on the PureGlow Business as currently conducted and as proposed to be conducted as of the date of the Agreement.

(c) Seller is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, including the State of Ohio (the location of the Dayton manufacturing facility at 2200 Dryden Road, Dayton, OH 45439), except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. A certificate of good standing from the Ohio Secretary of State is being delivered at the Closing.

Section 6. Certification Regarding Authorization; Attached Resolutions

The undersigned hereby certifies that:

(a) The execution, delivery, and performance by Seller of the Agreement and each of the ancillary agreements entered into in connection therewith (including the Transition Services Agreement, the Escrow Agreement with Pinnacle Trust Company, N.A., the intellectual Property Assignment Agreement, the Bill of Sale, and the Lease Assignment and Assumption Agreement for the Dayton, OH facility), and the consummation by Seller of the transactions contemplated by the Agreement and such ancillary agreements, have been duly and validly authorized by all necessary limited liability company action on the part of Seller, including all requisite approvals of the Board of Managers (or equivalent governing body) and the members of the Company.

(b) Without limiting the generality of the foregoing, the undersigned certifies that Meridian Consumer Brands LLC is 78.4% owned by Hargrove Capital Partners Fund IV LP, a Delaware limited partnership (EIN 85-1034782), 14.1% owned by management rollover holders, and 7.5% owned by minority co-investors, and that all required member and equity holder approvals under the Company's Amended and Restated Limited Liability Company Agreement (as amended, the "LLC Agreement") and applicable law have been duly obtained in connection with the transactions contemplated by the Agreement. The approval thresholds specified in Section 7.3 of the LLC Agreement have been satisfied, and no member has exercised any right to object to or block the transactions.

(c) Attached hereto as Exhibit A are true, correct, and complete copies of the resolutions of the Board of Managers of Meridian Consumer Brands LLC, duly adopted by unanimous written consent effective as of May 14, 2025, authorizing the execution, delivery, and performance by Seller of the Agreement and each of the ancillary agreements and the consummation of the transactions contemplated thereby (the "Resolutions").

(d) The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the Closing Date. No other resolutions have been adopted by the Board of Managers or the members of the Company that would conflict with, limit, or modify the authority conferred by the Resolutions.

(e) The Resolutions constitute all actions necessary on the part of the members, managers, and other equity holders of the Seller to authorize and approve the Agreement, the ancillary agreements, and the transactions contemplated thereby.

Section 7. Certification Regarding No Proceedings

The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, complaint, investigation, arbitration, mediation, or other proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Seller, any of its officers, managers, or members, or any of the Acquired Assets, before any federal, state, or local court, governmental authority, regulatory body, administrative agency, or arbitral body, that:

(a) challenges, or seeks to restrain, enjoin, delay, prohibit, or otherwise prevent the consummation of any of the transactions contemplated by the Agreement or the ancillary agreements, or seeks damages or other relief in connection therewith; or

(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the PureGlow Business, or would materially impair the ability of Seller to perform its obligations under the Agreement or the ancillary agreements or to consummate the transactions contemplated thereby.

Section 8. Certification Regarding Brokers

The undersigned hereby certifies that no broker, finder, investment banker, financial advisor, or other person, other than Whitfield Barrow & Co. LLC (277 Park Avenue, 30th Floor, New York, NY 10172), is entitled to any brokerage fee, finder's fee, financial advisory fee, success fee, or other similar fee or commission in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Seller or any of its affiliates. The fees and expenses of Whitfield Barrow & Co. LLC are solely the responsibility and obligation of Seller and shall not constitute, in whole or in part, a liability or obligation of Buyer.

Section 9. Certification Regarding Closing Deliverables

The undersigned hereby certifies that Seller is delivering, has delivered, or is causing to be delivered, at or prior to the Closing, each of the closing deliverables required to be delivered by Seller pursuant to Section 3.2 of the Agreement, including without limitation the following:

(a) duly executed counterparts of the Asset Purchase Agreement, together with all exhibits and schedules thereto;

(b) one or more Bills of Sale, in the form attached to the Agreement as Exhibit B, duly executed by Seller, transferring to Buyer good and valid title to the tangible Acquired Assets, including inventory with an agreed allocated value of $8,200,000 and manufacturing and production equipment with an agreed allocated value of $4,600,000;

(c) the intellectual Property Assignment Agreement, in the form attached to the Agreement as Exhibit C, duly executed by Seller, assigning, transferring, and conveying to Buyer all right, title, and interest of Seller in and to the intellectual property included in the Acquired Assets (with an agreed allocated value of $18,500,000), including all trademarks, trade names, service marks, copyrights, trade secrets, formulations, patents, patent applications, domain names, and other intellectual property rights associated with the PureGlow product line;

(d) the Transition Services Agreement, in the form attached to the Agreement as Exhibit D, duly executed by Seller, providing for certain transition services to be rendered by Seller to Buyer for a base term of twelve (12) months following the Closing Date on a cost-plus five percent (5%) basis, with an estimated monthly service fee of approximately $185,000;

(e) the Escrow Agreement, in the form attached to the Agreement as Exhibit E, duly executed by Seller and Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179), as escrow agent, providing for the deposit and administration of the $4,000,000 Indemnity Escrow Amount in accordance with Article X of the Agreement;

(f) the Lease Assignment and Assumption Agreement for the Dayton, OH facility lease, in the form attached to the Agreement as Exhibit F, duly executed by Seller, together with the written consent of Buckeye Industrial Realty Partners LLC, as landlord, to the assignment of the Dayton Facility Lease;

(g) this Officer's Certificate;

(h) a FIRPTA Certificate (non-foreign person affidavit), in the form required by Treasury Regulations Section 1.1445-2(b)(2), duly executed by Seller, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;

(i) a Certificate of Good Standing (or equivalent certificate of status) for Seller issued by the Secretary of State of the State of Delaware, dated not more than ten (10) business days prior to the Closing Date;

(j) a Certificate of Good Standing (or equivalent certificate of status) for Seller issued by the Secretary of State of the State of Ohio, dated not more than ten (10) business days prior to the Closing Date;

(k) a legal opinion letter from Calderwood & Harkness LLP (One Liberty Plaza, 44th Floor, New York, NY 10006), outside legal counsel to Seller, addressed to Buyer and dated as of the Closing Date, covering such matters as are customary for transactions of this type, in form and substance reasonably satisfactory to Buyer and its counsel;

(l) copies of all required third-party consents, approvals, and waivers identified in Section 4 of this Certificate and on Schedule 8.2(c) to the Agreement, in each case duly executed and delivered by the applicable third party; and

(m) a properly completed IRS Form W-9 for Seller (Employer Identification Number: 83-2947156), certifying Seller's taxpayer identification number and certifying that Seller is not subject to backup withholding.

Section 10. Reliance; No Personal Liability

This Certificate is being delivered to Buyer pursuant to Section 8.2(d) of the Agreement as a condition precedent to Buyer's obligation to consummate the Closing on the Closing Date. Buyer is entitled to rely on the certifications, representations, and statements contained herein in connection with the consummation of the transactions contemplated by the Agreement, and such certifications, representations, and statements shall be deemed to have been made for the benefit of Buyer and its successors and assigns.

The undersigned is delivering this Certificate solely in her capacity as Chief Executive Officer of Meridian Consumer Brands LLC and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, and statements made herein, and Buyer agrees that it shall not seek to impose any personal liability on the undersigned in connection with this Certificate or the matters addressed herein.

This Certificate is subject to, and is qualified in its entirety by reference to, the limitations, qualifications, exceptions, and other provisions set forth in the Agreement, including without limitation the provisions of Article X (Indemnification) thereof, including the survival periods, baskets, caps, and other limitations on indemnification obligations set forth therein. Nothing in this Certificate shall be construed to expand the representations, warranties, covenants, or obligations of Seller beyond those expressly set forth in the Agreement.

[Signature Page Follows]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Catherine Albrecht

Title: Chief Executive Officer

Date: June 16, 2025

Alternate signature (if executed by the Chief Financial Officer):

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Rajiv Subramaniam

Title: Chief Financial Officer

Date: June 16, 2025

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS

OF MERIDIAN CONSUMER BRANDS LLC

Adopted Effective as of May 14, 2025

The undersigned, constituting all of the members of the Board of Managers (the "Board") of Meridian Consumer Brands LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act (the "DLLCA") and Section 5.4 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2019, as amended (the "LLC Agreement"), hereby adopt the following resolutions by unanimous written consent, effective as of the date first written above, without the necessity of a formal meeting, such consent to have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout:

RECITALS. WHEREAS, Meridian Consumer Brands LLC (the "Company") is a Delaware limited liability company engaged in the business of developing, manufacturing, marketing, and distributing multi-brand consumer products across the household cleaning, personal care, and pet-care categories, with approximately $620,000,000 in annual revenue for the fiscal year ended December 31, 2024 ("FY2024");

WHEREAS, the Company's equity ownership consists of the following: (i) 78.4% held by Hargrove Capital Partners Fund IV LP, a Delaware limited partnership (EIN 85-1034782) (the "Majority Member"); (ii) 14.1% held by certain members of the Company's management team pursuant to management rollover agreements entered into in connection with the Majority Member's acquisition of its interest (collectively, the "Management Holders"); and (iii) 7.5% held by certain minority co-investors (collectively, the "Minority Co-Investors" and, together with the Majority Member and the Management Holders, the "Members");

WHEREAS, the Board of Managers has been evaluating strategic alternatives for the Company's PureGlow personal-care product line (the "PureGlow Business"), which comprises twenty-three (23) stock-keeping units ("SKUs") across four (4) product categories: body wash, lotion, facial cleanser, and hand soap;

WHEREAS, the PureGlow Business generated approximately $58,000,000 in revenue in FY2024, representing approximately 9.35% of the Company's consolidated revenue, and the PureGlow Business has experienced declining revenue and margin trends over the prior two fiscal years, leading the Board to determine in the fourth quarter of 2024 that a divestiture of the PureGlow Business would be in the best interests of the Company and its Members;

WHEREAS, the Company engaged Whitfield Barrow & Co. LLC (277 Park Avenue, 30th Floor, New York, NY 10172) (the "Financial Advisor") to serve as its exclusive financial advisor in connection with a potential sale of the PureGlow Business, and the Financial Advisor conducted a comprehensive sale process, soliciting interest from both strategic and financial buyers;

WHEREAS, following the completion of such sale process, the Financial Advisor identified Lakebridge Home & Personal Care, Inc., an Ohio corporation headquartered at 7100 Rockside Road, Suite 400, Independence, OH 44131 ("Buyer"), as the preferred buyer for the PureGlow Business;

WHEREAS, the Company and Buyer executed a non-binding Letter of Intent (Reference: LOI-MCB-LHPC-2025-001) on March 5, 2025, contemplating the sale of the PureGlow Business and associated assets from the Company to Buyer for a total purchase price of $40,000,000 (the "Purchase Price"), subject to completion of confirmatory due diligence and negotiation of definitive agreements;

WHEREAS, the Company engaged Calderwood & Harkness LLP (One Liberty Plaza, 44th Floor, New York, NY 10006) ("C&H") (C&H Matter Number 1011-00006) to serve as outside legal counsel to the Company in connection with the negotiation, documentation, and consummation of the transactions contemplated by the proposed divestiture;

WHEREAS, the Company engaged Graymoor & Keene LLP (1345 Avenue of the Americas, Suite 2400, New York, NY 10105) ("Tax Advisor") to advise the Company on the tax structuring, tax consequences, and tax reporting implications of the proposed divestiture, including the allocation of the Purchase Price among the various classes of Acquired Assets for federal, state, and local income tax purposes;

WHEREAS, the Company and Buyer, together with their respective legal counsel, have negotiated the terms of an Asset Purchase Agreement (the "Agreement") and certain ancillary agreements, providing for the carve-out divestiture of the PureGlow Business and associated assets from the Company to Buyer in exchange for the Purchase Price, with $36,000,000 payable in cash at the closing (the "Closing") and $4,000,000 to be deposited into an escrow account with Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179), as escrow agent, to secure the Company's indemnification obligations under the Agreement;

WHEREAS, the Board has reviewed and considered the terms and conditions of the Agreement, the ancillary agreements (including the Transition Services Agreement, the Escrow Agreement, the intellectual Property Assignment Agreement, the Bill of Sale, and the Lease Assignment and Assumption Agreement for the Dayton, OH facility), and all exhibits and schedules thereto, copies of which have been made available to each member of the Board prior to the date hereof;

WHEREAS, the Board has received and considered the advice and recommendations of the Financial Advisor, C&H, and the Tax Advisor in connection with the proposed transactions;

WHEREAS, the Board has determined, after careful deliberation and in the exercise of its business judgment, that the terms of the Agreement and the ancillary agreements are fair, reasonable, and in the best interests of the Company and its Members, and that the consummation of the transactions contemplated thereby is advisable and in furtherance of the Company's strategic objectives; and

WHEREAS, the Board desires to authorize, approve, and adopt the Agreement and the ancillary agreements and to authorize the officers of the Company to take all actions necessary or desirable to consummate the transactions contemplated thereby.

OPERATIVE RESOLUTIONS. NOW, THEREFORE, BE IT:

RESOLVED, that the Asset Purchase Agreement by and between Meridian Consumer Brands LLC, as Seller, and Lakebridge Home & Personal Care, Inc., as Buyer, providing for the sale, transfer, conveyance, assignment, and delivery of the PureGlow Acquired Assets for a total Purchase Price of Forty Million Dollars ($40,000,000) (with Thirty-Six Million Dollars ($36,000,000) payable in cash at Closing and Four Million Dollars ($4,000,000) to be deposited in escrow with Pinnacle Trust Company, N.A., as escrow agent), together with all exhibits and schedules thereto, in substantially the form presented to the Board of Managers (with such changes, modifications, amendments, and supplements thereto as the officers of the Company executing the same shall deem necessary, advisable, or appropriate, the execution thereof by such officers to constitute conclusive evidence of such officers' approval of any such changes, modifications, amendments, or supplements), is hereby in all respects authorized, approved, and adopted; and it is further

RESOLVED, that each of the following ancillary agreements to be entered into by the Company in connection with the Agreement, in substantially the forms presented to the Board (with such changes as the officers executing the same shall approve), is hereby authorized, approved, and adopted:

(a) the Transition Services Agreement by and between the Company and Buyer, providing for certain transition services to be rendered by the Company to Buyer following the Closing;

(b) the Escrow Agreement by and among the Company, Buyer, and Pinnacle Trust Company, N.A., as escrow agent, providing for the establishment and administration of the Indemnity Escrow Account;

(c) the intellectual Property Assignment Agreement by and between the Company and Buyer, providing for the assignment, transfer, and conveyance of all intellectual property rights of the Company associated with the PureGlow Business;

(d) the Bill of Sale by and between the Company and Buyer, providing for the transfer of title to tangible personal property included among the Acquired Assets; and

(e) the Lease Assignment and Assumption Agreement by and between the Company and Buyer, providing for the assignment of the Dayton Facility Lease (Lease Agreement dated July 1, 2020, for the manufacturing plant located at 2200 Dryden Road, Dayton, OH 45439) from the Company to Buyer, subject to the consent of Buckeye Industrial Realty Partners LLC, as landlord;

and it is further

RESOLVED, that the allocation of the Purchase Price among the various classes of Acquired Assets, as negotiated between the Company and Buyer and as set forth in Schedule 2.6 to the Agreement, is hereby authorized and approved, such allocation being as follows:

The Company and Buyer shall report the transactions contemplated by the Agreement for all federal, state, and local tax purposes in a manner consistent with the foregoing allocation, as further provided in Section 2.6 of the Agreement; and it is further

RESOLVED, that Catherine Albrecht, in her capacity as Chief Executive Officer of the Company, and Rajiv Subramaniam, in his capacity as Chief Financial Officer of the Company, each acting alone and without the requirement of any further action or approval by the Board, any committee thereof, or the Members, are hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Company, the Agreement and each of the ancillary agreements described above, together with all certificates, instruments, documents, schedules, exhibits, notices, consents, assignments, conveyances, and other writings and agreements required or contemplated to be executed and delivered by the Company in connection with the consummation of the transactions contemplated by the Agreement, including without limitation the Officer's Certificate required to be delivered by the Company at the Closing pursuant to Section 8.2(d) of the Agreement, the FIRPTA Certificate, IRS Form W-9, and any and all other closing deliverables; and it is further

RESOLVED, that Gerald Fontenot, in his capacity as General Counsel and Corporate Secretary of the Company, is hereby authorized and directed to attest to the foregoing resolutions, to certify copies of these resolutions, and to deliver certified copies thereof to Buyer, Buyer's counsel, the escrow agent, and such other persons as may be required in connection with the transactions contemplated by the Agreement; and it is further

RESOLVED, that any and all actions heretofore taken by the officers, managers, employees, agents, and representatives of the Company in connection with and in furtherance of the negotiation, preparation, execution, and delivery of the Agreement and the ancillary agreements, the engagement of the Financial Advisor, C&H, the Tax Advisor, and other advisors, and the performance of the Company's obligations under the Letter of Intent, including all actions taken in connection with the conduct of the sale process, due diligence, and the negotiation of the definitive transaction documents, are hereby in all respects ratified, confirmed, approved, and adopted as the acts and deeds of the Company.

[Signature Page to Unanimous Written Consent of the Board of Managers Follows]

SIGNATURE PAGE UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF MERIDIAN CONSUMER BRANDS LLC

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Managers of Meridian Consumer Brands LLC, have executed this Unanimous Written Consent effective as of May 14, 2025.

BOARD OF MANAGERS:

________________________________________

Name: Thomas R. Hargrove

Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)

________________________________________

Name: Elizabeth Chen-Watkins

Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)

________________________________________

Name: Michael D. Ostrowski

Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)

________________________________________

Name: Catherine Albrecht

Title: Manager (Management Designee)

________________________________________

Name: James K. Barrington

Title: Independent Manager

SECRETARY'S ATTESTATION. I, Gerald Fontenot, General Counsel and Corporate Secretary of Meridian Consumer Brands LLC, hereby certify that:

1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Managers of Meridian Consumer Brands LLC, duly adopted effective as of May 14, 2025, in accordance with Section 18-404(d) of the Delaware Limited Liability Company Act and Section 5.4 of the LLC Agreement.

2. The Resolutions set forth in the foregoing Unanimous Written Consent have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.

3. The persons named in the Resolutions as authorized officers of the Company are duly elected or appointed officers of the Company, currently hold the offices indicated, and their signatures as they appear on the Agreement, the ancillary agreements, and the Officer's Certificate are their genuine signatures.

4. The LLC Agreement has not been amended, modified, or supplemented in any manner that would affect the validity or effectiveness of the foregoing Resolutions, and the LLC Agreement is in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have executed this attestation as of June 16, 2025.

________________________________________

Gerald Fontenot General Counsel & Corporate Secretary Meridian Consumer Brands LLC

Date: June 16, 2025

[End of Exhibit A]

Asset Class	Allocated Value
Inventory	$8,200,000
Tangible Personal Property / Equipment	$4,600,000
Intellectual Property (Trademarks, Trade Secrets, Formulations, Patents, Domain Names)	$18,500,000
Customer Relationships / Contracts	$5,700,000
Goodwill	$3,000,000
Total Purchase Price	$40,000,000

OFFICER'S CERTIFICATE OF MERIDIAN CONSUMER BRANDS LLC
Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement
Dated as of June 16, 2025
June 16, 2025
Lakebridge Home & Personal Care, Inc. 7100 Rockside Road, Suite 400 Independence, OH 44131
Attention: Board of Directors
INTRODUCTORY RECITALS
The undersigned, Catherine Albrecht, in her capacity as Chief Executive Officer of Meridian Consumer Brands LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware, with its principal office located at 450 Park Avenue South, 14th Floor, New York, NY 10016 (the "Seller" or the "Company"), hereby certifies and delivers this Officer's Certificate (this "Certificate") to Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"), pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of May 16, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Seller and Buyer.
The Agreement provides for the sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of the PureGlow personal-care product line (comprising brands, formulations, inventory, manufacturing equipment, customer contracts, and associated intellectual property) (collectively, the "Acquired Assets"), and the assumption by Buyer of certain specified liabilities of Seller relating thereto, for a total purchase price of Forty Million Dollars ($40,000,000) (the "Purchase Price"), subject to and in accordance with the terms and conditions set forth in the Agreement.
This Certificate is being delivered as a condition to the obligations of Buyer to consummate the Closing (as defined in the Agreement) on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings assigned to such terms in the Agreement.
The undersigned hereby certifies that she is a duly authorized officer of the Seller, is familiar with the business and affairs of the Seller and with the transactions contemplated by the Agreement and the ancillary agreements entered into in connection therewith, and has made such investigation, inquiry, and review of the books, records, contracts, and other documents and information of the Seller as the undersigned has deemed necessary and appropriate in order to deliver this Certificate and the certifications contained herein.
Based on the foregoing, and in consideration of the agreements, covenants, and obligations of Buyer set forth in the Agreement, the undersigned hereby certifies to Buyer as follows:
Section 1. Certification Regarding Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of Seller contained in Article IV of the Agreement is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications or limitations contained therein) as of the date of the Agreement (May 16, 2025) and as of the Closing Date (June 16, 2025), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all respects as of such earlier date.
Notwithstanding the foregoing, the certifications set forth in the immediately preceding paragraph shall be deemed satisfied unless the failure of the representations and warranties of Seller contained in Article IV of the Agreement to be true and correct (determined without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications or limitations contained therein) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the business, operations, condition (financial or otherwise), results of operations, or prospects of the PureGlow Business (as such terms are defined in the Agreement).
The undersigned further certifies that, notwithstanding the qualified bring-down standard set forth in the immediately preceding paragraph, the Fundamental Representations of Seller (as defined in the Agreement), including without limitation: (a) the representations regarding organization and good standing set forth in Section 4.1 of the Agreement; (b) the representations regarding authority, execution, delivery, and enforceability set forth in Section 4.2 of the Agreement; (c) the representations regarding title to the Acquired Assets set forth in Section 4.8 of the Agreement; and (d) the representations regarding brokers and finders set forth in Section 4.18 of the Agreement, are, in each case, true and correct in all respects (or, where qualified by materiality, in all material respects) as of the date of the Agreement and as of the Closing Date, as though made on and as of the Closing Date.
Section 2. Certification Regarding Covenants
The undersigned hereby certifies that Seller has duly performed and complied in all material respects with all of the covenants, agreements, obligations, and conditions required by the Agreement to be performed, complied with, or satisfied by Seller at or prior to the Closing, including without limitation the following pre-closing covenants:
(a) Ordinary Course of Business. Seller has conducted the PureGlow Business in the ordinary course of business consistent with past practice during the period from and after the date of the Agreement (May 16, 2025) through and including the Closing Date (June 16, 2025), including maintaining customary inventory levels, honoring existing customer and supplier commitments, retaining key personnel, and preserving the goodwill and ongoing operations of the PureGlow Business in all material respects.
(b) Third-Party Consents. Seller has used its commercially reasonable efforts to cooperate with Buyer in seeking and obtaining all required consents, approvals, and waivers of third parties necessary for the consummation of the transactions contemplated by the Agreement, including:
(i) the consent of Buckeye Industrial Realty Partners LLC, as landlord, to the assignment of that certain Lease Agreement dated July 1, 2020, for the approximately 127,000 square foot manufacturing facility located at 2200 Dryden Road, Dayton, OH 45439 (the "Dayton Facility Lease");
(ii) the consents required under three (3) of the eight (8) customer supply and distribution agreements included among the Acquired Assets that contain anti-assignment or change-of-control provisions requiring the counterparty's prior written consent to assignment, including the Supply and Distribution Agreement by and between Seller and Hartwell Retail Group, dated as of February 14, 2022, as amended (the "Hartwell Agreement"); and
(iii) such other third-party consents as are identified on Schedule 8.2(c) to the Agreement.
(c) FDA Product Listing Transfers. Seller has cooperated with Buyer in connection with the transfer of FDA product listing registrations for the over-the-counter ("OTC") classified PureGlow facial cleanser product (salicylic acid formulation, NDC Numbers as set forth in Schedule 4.15 to the Agreement), including the preparation and filing of updated FDA establishment registration and drug listing information as required under 21 C.F.R. Part 207 and applicable FDA guidance.
(d) Access and Information. Seller has provided Buyer and its representatives with reasonable access to the PureGlow Business, the Acquired Assets, and the books, records, contracts, personnel, facilities, and other information of Seller relating to the PureGlow Business, in each case during normal business hours and upon reasonable prior notice, as required by Section 6.3 of the Agreement.
(e) Disclosure Schedules. Seller has delivered to Buyer the Seller Disclosure Schedules (as supplemented or amended through the Closing Date in accordance with Section 6.8 of the Agreement), and such Seller Disclosure Schedules are true, correct, and complete in all material respects as of the Closing Date.
(f) Preservation of Representations and Warranties. Seller has not taken any action, or failed to take any action, that would cause any representation or warranty of Seller contained in Article IV of the Agreement to become untrue or incorrect in any material respect as of the Closing Date.
(g) Maintenance of Insurance. Seller has maintained in full force and effect all insurance policies covering the Acquired Assets and the PureGlow Business in amounts and on terms no less favorable than those in effect as of the date of the Agreement, in accordance with Section 6.5 of the Agreement.
Section 3. Certification Regarding No Material Adverse Effect
The undersigned hereby certifies that, since the date of the Agreement (May 16, 2025) through and including the Closing Date (June 16, 2025), there has not occurred any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the PureGlow Business (as such term "Material Adverse Effect" is defined in Section 1.1 of the Agreement). This certification is made as of the Closing Date, June 16, 2025, after due inquiry and review of the business, operations, financial condition, results of operations, and prospects of the PureGlow Business during the interim period between signing and Closing.
Section 4. Certification Regarding Consents and Approvals
The undersigned hereby certifies that all consents, approvals, authorizations, permits, orders, filings, registrations, and waivers of any third party (including any governmental authority, regulatory body, or quasi-governmental entity) required to be obtained or made by Seller in connection with the execution, delivery, and performance of the Agreement and the ancillary agreements, and the consummation of the transactions contemplated thereby, have been duly obtained or made and are in full force and effect as of the Closing Date, without any conditions or limitations that would materially and adversely affect the ability of Buyer to own, operate, and enjoy the Acquired Assets and the PureGlow Business following the Closing. Such consents, approvals, authorizations, and waivers include, without limitation, the following:
(a) the written consent of Buckeye Industrial Realty Partners LLC, as landlord under the Dayton Facility Lease, to the assignment of such Lease Agreement from Seller to Buyer and the assumption of all of Seller's obligations thereunder by Buyer, effective as of the Closing Date, which consent was obtained on June 9, 2025, and a copy of which is attached to the Lease Assignment and Assumption Agreement delivered at the Closing; and
(b) the written consents of the counterparties to three (3) of the eight (8) customer supply and distribution agreements included among the Acquired Assets, specifically:
(i) the consent of Hartwell Retail Group to the assignment of the Supply and Distribution Agreement dated February 14, 2022, as amended;
(ii) the consent of the applicable counterparty to the assignment of the Supply Agreement described in item 2 of Schedule 4.12(b) to the Agreement; and
(iii) the consent of the applicable counterparty to the assignment of the Distribution Agreement described in item 5 of Schedule 4.12(b) to the Agreement.
The undersigned further certifies that, after due inquiry and consultation with legal counsel, no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the transactions contemplated by the Agreement, as the Purchase Price of $40,000,000 is below the applicable 2025 size-of-transaction threshold of $119.5 million established pursuant to the HSR Act and the rules and regulations promulgated thereunder by the Federal Trade Commission.
Section 5. Certification Regarding Organizational Standing
The undersigned hereby certifies, as of the Closing Date, that:
(a) 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, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware delivered at the Closing. The Company's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
(b) Seller has all requisite limited liability company power and authority to own, lease, and operate the Acquired Assets and to carry on the PureGlow Business as currently conducted and as proposed to be conducted as of the date of the Agreement.
(c) Seller is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, including the State of Ohio (the location of the Dayton manufacturing facility at 2200 Dryden Road, Dayton, OH 45439), except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. A certificate of good standing from the Ohio Secretary of State is being delivered at the Closing.
Section 6. Certification Regarding Authorization; Attached Resolutions
The undersigned hereby certifies that:
(a) The execution, delivery, and performance by Seller of the Agreement and each of the ancillary agreements entered into in connection therewith (including the Transition Services Agreement, the Escrow Agreement with Pinnacle Trust Company, N.A., the intellectual Property Assignment Agreement, the Bill of Sale, and the Lease Assignment and Assumption Agreement for the Dayton, OH facility), and the consummation by Seller of the transactions contemplated by the Agreement and such ancillary agreements, have been duly and validly authorized by all necessary limited liability company action on the part of Seller, including all requisite approvals of the Board of Managers (or equivalent governing body) and the members of the Company.
(b) Without limiting the generality of the foregoing, the undersigned certifies that Meridian Consumer Brands LLC is 78.4% owned by Hargrove Capital Partners Fund IV LP, a Delaware limited partnership (EIN 85-1034782), 14.1% owned by management rollover holders, and 7.5% owned by minority co-investors, and that all required member and equity holder approvals under the Company's Amended and Restated Limited Liability Company Agreement (as amended, the "LLC Agreement") and applicable law have been duly obtained in connection with the transactions contemplated by the Agreement. The approval thresholds specified in Section 7.3 of the LLC Agreement have been satisfied, and no member has exercised any right to object to or block the transactions.
(c) Attached hereto as Exhibit A are true, correct, and complete copies of the resolutions of the Board of Managers of Meridian Consumer Brands LLC, duly adopted by unanimous written consent effective as of May 14, 2025, authorizing the execution, delivery, and performance by Seller of the Agreement and each of the ancillary agreements and the consummation of the transactions contemplated thereby (the "Resolutions").
(d) The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the Closing Date. No other resolutions have been adopted by the Board of Managers or the members of the Company that would conflict with, limit, or modify the authority conferred by the Resolutions.
(e) The Resolutions constitute all actions necessary on the part of the members, managers, and other equity holders of the Seller to authorize and approve the Agreement, the ancillary agreements, and the transactions contemplated thereby.
Section 7. Certification Regarding No Proceedings
The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, complaint, investigation, arbitration, mediation, or other proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Seller, any of its officers, managers, or members, or any of the Acquired Assets, before any federal, state, or local court, governmental authority, regulatory body, administrative agency, or arbitral body, that:
(a) challenges, or seeks to restrain, enjoin, delay, prohibit, or otherwise prevent the consummation of any of the transactions contemplated by the Agreement or the ancillary agreements, or seeks damages or other relief in connection therewith; or
(b) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the PureGlow Business, or would materially impair the ability of Seller to perform its obligations under the Agreement or the ancillary agreements or to consummate the transactions contemplated thereby.
Section 8. Certification Regarding Brokers
The undersigned hereby certifies that no broker, finder, investment banker, financial advisor, or other person, other than Whitfield Barrow & Co. LLC (277 Park Avenue, 30th Floor, New York, NY 10172), is entitled to any brokerage fee, finder's fee, financial advisory fee, success fee, or other similar fee or commission in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Seller or any of its affiliates. The fees and expenses of Whitfield Barrow & Co. LLC are solely the responsibility and obligation of Seller and shall not constitute, in whole or in part, a liability or obligation of Buyer.
Section 9. Certification Regarding Closing Deliverables
The undersigned hereby certifies that Seller is delivering, has delivered, or is causing to be delivered, at or prior to the Closing, each of the closing deliverables required to be delivered by Seller pursuant to Section 3.2 of the Agreement, including without limitation the following:
(a) duly executed counterparts of the Asset Purchase Agreement, together with all exhibits and schedules thereto;
(b) one or more Bills of Sale, in the form attached to the Agreement as Exhibit B, duly executed by Seller, transferring to Buyer good and valid title to the tangible Acquired Assets, including inventory with an agreed allocated value of $8,200,000 and manufacturing and production equipment with an agreed allocated value of $4,600,000;
(c) the intellectual Property Assignment Agreement, in the form attached to the Agreement as Exhibit C, duly executed by Seller, assigning, transferring, and conveying to Buyer all right, title, and interest of Seller in and to the intellectual property included in the Acquired Assets (with an agreed allocated value of $18,500,000), including all trademarks, trade names, service marks, copyrights, trade secrets, formulations, patents, patent applications, domain names, and other intellectual property rights associated with the PureGlow product line;
(d) the Transition Services Agreement, in the form attached to the Agreement as Exhibit D, duly executed by Seller, providing for certain transition services to be rendered by Seller to Buyer for a base term of twelve (12) months following the Closing Date on a cost-plus five percent (5%) basis, with an estimated monthly service fee of approximately $185,000;
(e) the Escrow Agreement, in the form attached to the Agreement as Exhibit E, duly executed by Seller and Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179), as escrow agent, providing for the deposit and administration of the $4,000,000 Indemnity Escrow Amount in accordance with Article X of the Agreement;
(f) the Lease Assignment and Assumption Agreement for the Dayton, OH facility lease, in the form attached to the Agreement as Exhibit F, duly executed by Seller, together with the written consent of Buckeye Industrial Realty Partners LLC, as landlord, to the assignment of the Dayton Facility Lease;
(g) this Officer's Certificate;
(h) a FIRPTA Certificate (non-foreign person affidavit), in the form required by Treasury Regulations Section 1.1445-2(b)(2), duly executed by Seller, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
(i) a Certificate of Good Standing (or equivalent certificate of status) for Seller issued by the Secretary of State of the State of Delaware, dated not more than ten (10) business days prior to the Closing Date;
(j) a Certificate of Good Standing (or equivalent certificate of status) for Seller issued by the Secretary of State of the State of Ohio, dated not more than ten (10) business days prior to the Closing Date;
(k) a legal opinion letter from Calderwood & Harkness LLP (One Liberty Plaza, 44th Floor, New York, NY 10006), outside legal counsel to Seller, addressed to Buyer and dated as of the Closing Date, covering such matters as are customary for transactions of this type, in form and substance reasonably satisfactory to Buyer and its counsel;
(l) copies of all required third-party consents, approvals, and waivers identified in Section 4 of this Certificate and on Schedule 8.2(c) to the Agreement, in each case duly executed and delivered by the applicable third party; and
(m) a properly completed IRS Form W-9 for Seller (Employer Identification Number: 83-2947156), certifying Seller's taxpayer identification number and certifying that Seller is not subject to backup withholding.
Section 10. Reliance; No Personal Liability
This Certificate is being delivered to Buyer pursuant to Section 8.2(d) of the Agreement as a condition precedent to Buyer's obligation to consummate the Closing on the Closing Date. Buyer is entitled to rely on the certifications, representations, and statements contained herein in connection with the consummation of the transactions contemplated by the Agreement, and such certifications, representations, and statements shall be deemed to have been made for the benefit of Buyer and its successors and assigns.
The undersigned is delivering this Certificate solely in her capacity as Chief Executive Officer of Meridian Consumer Brands LLC and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, and statements made herein, and Buyer agrees that it shall not seek to impose any personal liability on the undersigned in connection with this Certificate or the matters addressed herein.
This Certificate is subject to, and is qualified in its entirety by reference to, the limitations, qualifications, exceptions, and other provisions set forth in the Agreement, including without limitation the provisions of Article X (Indemnification) thereof, including the survival periods, baskets, caps, and other limitations on indemnification obligations set forth therein. Nothing in this Certificate shall be construed to expand the representations, warranties, covenants, or obligations of Seller beyond those expressly set forth in the Agreement.
[Signature Page Follows]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Catherine Albrecht
Title: Chief Executive Officer
Date: June 16, 2025
Alternate signature (if executed by the Chief Financial Officer):
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Rajiv Subramaniam
Title: Chief Financial Officer
Date: June 16, 2025
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS
OF MERIDIAN CONSUMER BRANDS LLC
Adopted Effective as of May 14, 2025
The undersigned, constituting all of the members of the Board of Managers (the "Board") of Meridian Consumer Brands LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act (the "DLLCA") and Section 5.4 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2019, as amended (the "LLC Agreement"), hereby adopt the following resolutions by unanimous written consent, effective as of the date first written above, without the necessity of a formal meeting, such consent to have the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout:
RECITALS.  WHEREAS, Meridian Consumer Brands LLC (the "Company") is a Delaware limited liability company engaged in the business of developing, manufacturing, marketing, and distributing multi-brand consumer products across the household cleaning, personal care, and pet-care categories, with approximately $620,000,000 in annual revenue for the fiscal year ended December 31, 2024 ("FY2024");
WHEREAS, the Company's equity ownership consists of the following: (i) 78.4% held by Hargrove Capital Partners Fund IV LP, a Delaware limited partnership (EIN 85-1034782) (the "Majority Member"); (ii) 14.1% held by certain members of the Company's management team pursuant to management rollover agreements entered into in connection with the Majority Member's acquisition of its interest (collectively, the "Management Holders"); and (iii) 7.5% held by certain minority co-investors (collectively, the "Minority Co-Investors" and, together with the Majority Member and the Management Holders, the "Members");
WHEREAS, the Board of Managers has been evaluating strategic alternatives for the Company's PureGlow personal-care product line (the "PureGlow Business"), which comprises twenty-three (23) stock-keeping units ("SKUs") across four (4) product categories: body wash, lotion, facial cleanser, and hand soap;
WHEREAS, the PureGlow Business generated approximately $58,000,000 in revenue in FY2024, representing approximately 9.35% of the Company's consolidated revenue, and the PureGlow Business has experienced declining revenue and margin trends over the prior two fiscal years, leading the Board to determine in the fourth quarter of 2024 that a divestiture of the PureGlow Business would be in the best interests of the Company and its Members;
WHEREAS, the Company engaged Whitfield Barrow & Co. LLC (277 Park Avenue, 30th Floor, New York, NY 10172) (the "Financial Advisor") to serve as its exclusive financial advisor in connection with a potential sale of the PureGlow Business, and the Financial Advisor conducted a comprehensive sale process, soliciting interest from both strategic and financial buyers;
WHEREAS, following the completion of such sale process, the Financial Advisor identified Lakebridge Home & Personal Care, Inc., an Ohio corporation headquartered at 7100 Rockside Road, Suite 400, Independence, OH 44131 ("Buyer"), as the preferred buyer for the PureGlow Business;
WHEREAS, the Company and Buyer executed a non-binding Letter of Intent (Reference: LOI-MCB-LHPC-2025-001) on March 5, 2025, contemplating the sale of the PureGlow Business and associated assets from the Company to Buyer for a total purchase price of $40,000,000 (the "Purchase Price"), subject to completion of confirmatory due diligence and negotiation of definitive agreements;
WHEREAS, the Company engaged Calderwood & Harkness LLP (One Liberty Plaza, 44th Floor, New York, NY 10006) ("C&H") (C&H Matter Number 1011-00006) to serve as outside legal counsel to the Company in connection with the negotiation, documentation, and consummation of the transactions contemplated by the proposed divestiture;
WHEREAS, the Company engaged Graymoor & Keene LLP (1345 Avenue of the Americas, Suite 2400, New York, NY 10105) ("Tax Advisor") to advise the Company on the tax structuring, tax consequences, and tax reporting implications of the proposed divestiture, including the allocation of the Purchase Price among the various classes of Acquired Assets for federal, state, and local income tax purposes;
WHEREAS, the Company and Buyer, together with their respective legal counsel, have negotiated the terms of an Asset Purchase Agreement (the "Agreement") and certain ancillary agreements, providing for the carve-out divestiture of the PureGlow Business and associated assets from the Company to Buyer in exchange for the Purchase Price, with $36,000,000 payable in cash at the closing (the "Closing") and $4,000,000 to be deposited into an escrow account with Pinnacle Trust Company, N.A. (385 Madison Avenue, New York, NY 10179), as escrow agent, to secure the Company's indemnification obligations under the Agreement;
WHEREAS, the Board has reviewed and considered the terms and conditions of the Agreement, the ancillary agreements (including the Transition Services Agreement, the Escrow Agreement, the intellectual Property Assignment Agreement, the Bill of Sale, and the Lease Assignment and Assumption Agreement for the Dayton, OH facility), and all exhibits and schedules thereto, copies of which have been made available to each member of the Board prior to the date hereof;
WHEREAS, the Board has received and considered the advice and recommendations of the Financial Advisor, C&H, and the Tax Advisor in connection with the proposed transactions;
WHEREAS, the Board has determined, after careful deliberation and in the exercise of its business judgment, that the terms of the Agreement and the ancillary agreements are fair, reasonable, and in the best interests of the Company and its Members, and that the consummation of the transactions contemplated thereby is advisable and in furtherance of the Company's strategic objectives; and
WHEREAS, the Board desires to authorize, approve, and adopt the Agreement and the ancillary agreements and to authorize the officers of the Company to take all actions necessary or desirable to consummate the transactions contemplated thereby.
OPERATIVE RESOLUTIONS.  NOW, THEREFORE, BE IT:
RESOLVED, that the Asset Purchase Agreement by and between Meridian Consumer Brands LLC, as Seller, and Lakebridge Home & Personal Care, Inc., as Buyer, providing for the sale, transfer, conveyance, assignment, and delivery of the PureGlow Acquired Assets for a total Purchase Price of Forty Million Dollars ($40,000,000) (with Thirty-Six Million Dollars ($36,000,000) payable in cash at Closing and Four Million Dollars ($4,000,000) to be deposited in escrow with Pinnacle Trust Company, N.A., as escrow agent), together with all exhibits and schedules thereto, in substantially the form presented to the Board of Managers (with such changes, modifications, amendments, and supplements thereto as the officers of the Company executing the same shall deem necessary, advisable, or appropriate, the execution thereof by such officers to constitute conclusive evidence of such officers' approval of any such changes, modifications, amendments, or supplements), is hereby in all respects authorized, approved, and adopted; and it is further
RESOLVED, that each of the following ancillary agreements to be entered into by the Company in connection with the Agreement, in substantially the forms presented to the Board (with such changes as the officers executing the same shall approve), is hereby authorized, approved, and adopted:
(a) the Transition Services Agreement by and between the Company and Buyer, providing for certain transition services to be rendered by the Company to Buyer following the Closing;
(b) the Escrow Agreement by and among the Company, Buyer, and Pinnacle Trust Company, N.A., as escrow agent, providing for the establishment and administration of the Indemnity Escrow Account;
(c) the intellectual Property Assignment Agreement by and between the Company and Buyer, providing for the assignment, transfer, and conveyance of all intellectual property rights of the Company associated with the PureGlow Business;
(d) the Bill of Sale by and between the Company and Buyer, providing for the transfer of title to tangible personal property included among the Acquired Assets; and
(e) the Lease Assignment and Assumption Agreement by and between the Company and Buyer, providing for the assignment of the Dayton Facility Lease (Lease Agreement dated July 1, 2020, for the manufacturing plant located at 2200 Dryden Road, Dayton, OH 45439) from the Company to Buyer, subject to the consent of Buckeye Industrial Realty Partners LLC, as landlord;
and it is further
RESOLVED, that the allocation of the Purchase Price among the various classes of Acquired Assets, as negotiated between the Company and Buyer and as set forth in Schedule 2.6 to the Agreement, is hereby authorized and approved, such allocation being as follows:
The Company and Buyer shall report the transactions contemplated by the Agreement for all federal, state, and local tax purposes in a manner consistent with the foregoing allocation, as further provided in Section 2.6 of the Agreement; and it is further
RESOLVED, that Catherine Albrecht, in her capacity as Chief Executive Officer of the Company, and Rajiv Subramaniam, in his capacity as Chief Financial Officer of the Company, each acting alone and without the requirement of any further action or approval by the Board, any committee thereof, or the Members, are hereby authorized, empowered, and directed to execute and deliver, in the name and on behalf of the Company, the Agreement and each of the ancillary agreements described above, together with all certificates, instruments, documents, schedules, exhibits, notices, consents, assignments, conveyances, and other writings and agreements required or contemplated to be executed and delivered by the Company in connection with the consummation of the transactions contemplated by the Agreement, including without limitation the Officer's Certificate required to be delivered by the Company at the Closing pursuant to Section 8.2(d) of the Agreement, the FIRPTA Certificate, IRS Form W-9, and any and all other closing deliverables; and it is further
RESOLVED, that Gerald Fontenot, in his capacity as General Counsel and Corporate Secretary of the Company, is hereby authorized and directed to attest to the foregoing resolutions, to certify copies of these resolutions, and to deliver certified copies thereof to Buyer, Buyer's counsel, the escrow agent, and such other persons as may be required in connection with the transactions contemplated by the Agreement; and it is further
RESOLVED, that any and all actions heretofore taken by the officers, managers, employees, agents, and representatives of the Company in connection with and in furtherance of the negotiation, preparation, execution, and delivery of the Agreement and the ancillary agreements, the engagement of the Financial Advisor, C&H, the Tax Advisor, and other advisors, and the performance of the Company's obligations under the Letter of Intent, including all actions taken in connection with the conduct of the sale process, due diligence, and the negotiation of the definitive transaction documents, are hereby in all respects ratified, confirmed, approved, and adopted as the acts and deeds of the Company.
[Signature Page to Unanimous Written Consent of the Board of Managers Follows]
SIGNATURE PAGE UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF MERIDIAN CONSUMER BRANDS LLC
IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Managers of Meridian Consumer Brands LLC, have executed this Unanimous Written Consent effective as of May 14, 2025.
BOARD OF MANAGERS:
________________________________________
Name: Thomas R. Hargrove
Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)
________________________________________
Name: Elizabeth Chen-Watkins
Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)
________________________________________
Name: Michael D. Ostrowski
Title: Manager (Designee of Hargrove Capital Partners Fund IV LP)
________________________________________
Name: Catherine Albrecht
Title: Manager (Management Designee)
________________________________________
Name: James K. Barrington
Title: Independent Manager
SECRETARY'S ATTESTATION.  I, Gerald Fontenot, General Counsel and Corporate Secretary of Meridian Consumer Brands LLC, hereby certify that:
1.  The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Managers of Meridian Consumer Brands LLC, duly adopted effective as of May 14, 2025, in accordance with Section 18-404(d) of the Delaware Limited Liability Company Act and Section 5.4 of the LLC Agreement.
2.  The Resolutions set forth in the foregoing Unanimous Written Consent have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.
3.  The persons named in the Resolutions as authorized officers of the Company are duly elected or appointed officers of the Company, currently hold the offices indicated, and their signatures as they appear on the Agreement, the ancillary agreements, and the Officer's Certificate are their genuine signatures.
4.  The LLC Agreement has not been amended, modified, or supplemented in any manner that would affect the validity or effectiveness of the foregoing Resolutions, and the LLC Agreement is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have executed this attestation as of June 16, 2025.
________________________________________
Gerald Fontenot General Counsel & Corporate Secretary Meridian Consumer Brands LLC
Date: June 16, 2025
[End of Exhibit A]
Asset Class | Allocated Value
Inventory | $8,200,000
Tangible Personal Property / Equipment | $4,600,000
Intellectual Property (Trademarks, Trade Secrets, Formulations, Patents, Domain Names) | $18,500,000
Customer Relationships / Contracts | $5,700,000
Goodwill | $3,000,000
Total Purchase Price | $40,000,000

OFFICER'S CERTIFICATE OF MERIDIAN CONSUMER BRANDS LLC

INTRODUCTORY RECITALS

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

MERIDIAN CONSUMER BRANDS LLC

MERIDIAN CONSUMER BRANDS LLC

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS

OF MERIDIAN CONSUMER BRANDS LLC

OPERATIVE RESOLUTIONS. NOW, THEREFORE, BE IT:

BOARD OF MANAGERS:

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