SELLER DISCLOSURE SCHEDULES

SELLER DISCLOSURE SCHEDULES
to the
ASSET PURCHASE AGREEMENT
dated as of May 16, 2025
by and between
MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company ("Seller")
and
LAKEBRIDGE HOME & PERSONAL CARE, INC., an Ohio corporation ("Buyer")
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006
Counsel to Seller
Reference: APA Draft v1.0, dated April 7, 2025 (as subsequently negotiated)
C&H Matter Number: 1011-00006
CONFIDENTIAL TREATMENT REQUESTED — NOT FOR DISTRIBUTION WITHOUT PRIOR WRITTEN CONSENT OF SELLER
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INTRODUCTORY NOTE AND PREAMBLE TO DISCLOSURE SCHEDULES
These Disclosure Schedules (these "Schedules") are delivered by Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), in connection with and pursuant to that certain Asset Purchase Agreement (the "Agreement"), dated as of May 16, 2025, by and between Seller and Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Buyer"). These Schedules form an integral part of the Agreement and are incorporated therein by reference.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. All references to "Sections" herein are references to Sections of the Agreement unless otherwise specified.
The following qualifications and limitations apply to these Schedules in their entirety:
1.  No Admission of Materiality. The inclusion of any information in any Schedule shall not be deemed an admission by Seller that such item is material, that such item constitutes a breach or violation of any representation, warranty, covenant, or agreement of Seller under the Agreement, or that such item would, individually or in the aggregate, give rise to a Material Adverse Effect. Many items are disclosed herein solely for informational purposes, and the disclosure of any such item does not establish a standard of materiality for purposes of the Agreement.
2.  Cross-Reference Qualifier. Information disclosed in any one Schedule shall be deemed disclosed with respect to each other Schedule to the extent that the relevance of such disclosure to such other Schedule is reasonably apparent on its face from the text of the disclosure, notwithstanding the absence of a specific cross-reference. Seller has endeavored to include cross-references where practical, but the absence of a cross-reference shall not limit the applicability of a disclosure to other Schedules where such applicability is reasonably apparent.
3.  Headings for Convenience Only. The section and subsection headings in these Schedules correspond to the sections and subsections of the Agreement and are provided for convenience of reference only. Such headings shall not be deemed to define, limit, or otherwise affect the substance of the disclosures set forth in any Schedule.
4.  No Standard of Materiality. These Schedules may include items that are not required to be disclosed under the terms of the Agreement but are included voluntarily for informational purposes or out of an abundance of caution. The inclusion of such items shall not be interpreted to set or define a standard of materiality or a threshold for disclosure with respect to any representation or warranty in the Agreement.
5.  Qualification by the Agreement. These Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions, limitations, qualifications, and exceptions set forth therein. In the event of any conflict between the terms of these Schedules and the terms of the Agreement, the terms of the Agreement shall control.
6.  Summaries and Descriptions. Certain items disclosed in these Schedules are described in summary form. Such summaries do not purport to be complete descriptions of the matters disclosed and are qualified in their entirety by reference to the underlying documents, agreements, instruments, and other materials referenced therein, copies of which have been made available to Buyer in the Thackeray Solutions virtual data room established in connection with the transactions contemplated by the Agreement.
7.  Knowledge Qualifier. Where any disclosure is qualified by the phrase "to Seller's Knowledge" or words of similar import, such phrase shall have the meaning ascribed thereto in Section 1.1 of the Agreement.
8.  Dates and Dollar Amounts. Unless otherwise indicated, all dollar amounts set forth in these Schedules are in United States Dollars. All dates are approximate and are provided for reference purposes. Certain financial information is presented on an unaudited basis and is subject to the qualifications set forth in the applicable Schedule.
SCHEDULE 3.1
Organization; Good Standing; Qualification
Seller:
Meridian Consumer Brands LLC
•  Entity Type: Limited liability company
•  Jurisdiction of Formation: State of Delaware
•  Formation Date: March 14, 2017
•  Delaware Secretary of State File Number: 6578423
•  Registered Agent in Delaware: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801
•  Employer Identification Number (EIN): 83-2947156
•  Headquarters: 450 Park Avenue South, 14th Floor, New York, New York 10016
•  Good Standing: Seller is in good standing in the State of Delaware as evidenced by a Certificate of Good Standing issued by the Delaware Secretary of State dated May 2, 2025. Seller is duly qualified to do business as a foreign limited liability company and is in good standing (or the equivalent thereof) in each of the following jurisdictions:
(a) State of New York — Seller maintains its principal executive offices and corporate headquarters at 450 Park Avenue South, 14th Floor, New York, New York 10016. Seller is authorized to transact business in the State of New York, and a Certificate of Authority is on file with the New York Department of State.
(b) State of Ohio — Seller operates a manufacturing facility located at 2200 Dryden Road, Dayton, Ohio 45439, which serves as the primary production, warehousing, and distribution center for the PureGlow product line. Seller is authorized to transact business in the State of Ohio, and a Certificate of Authority is on file with the Ohio Secretary of State.
(c) State of New Jersey — Seller maintains a regional distribution presence in connection with the PureGlow product line through third-party logistics providers operating in New Jersey.
(d) State of California — Seller distributes PureGlow products to retail customers in the State of California and is qualified to do business in such jurisdiction.
(e) State of Illinois — Seller distributes PureGlow products to retail customers in the State of Illinois and is qualified to do business in such jurisdiction.
(f) State of Texas — Seller distributes PureGlow products to retail customers in the State of Texas and is qualified to do business in such jurisdiction.
•  Governing Document: Third Amended and Restated Limited Liability Company Agreement of Meridian Consumer Brands LLC, dated as of September 22, 2023, as amended by that certain First Amendment thereto dated January 15, 2024 (collectively, the "LLC Agreement"). A true and correct copy of the LLC Agreement has been made available to Buyer in the Thackeray Solutions virtual data room.
Direct Ownership Structure:
The following table sets forth the direct equity ownership of Seller as of the date hereof:
The general partner of Hargrove Capital Partners Fund IV LP is Hargrove Capital GenPar IV LLC, a Delaware limited liability company, whose managing member is Hargrove Capital Partners LP, a Delaware limited partnership. The management rollover holders listed above are current or former members of the management team of Seller who hold their interests pursuant to the terms of the LLC Agreement.
Controlling Entity:
Hargrove Capital Partners LP, a Delaware limited partnership, having its principal office at 399 Lexington Avenue, Suite 3200, New York, New York 10017, exercises control over Seller through its indirect control of Hargrove Capital GenPar IV LLC, the general partner of Hargrove Capital Partners Fund IV LP, which holds 78.4% of the membership interests in Seller. Hargrove Capital Partners LP has the authority to appoint a majority of the members of the Board of Managers of Seller pursuant to Section 4.1 of the LLC Agreement.
SCHEDULE 3.2
Authority; No Conflict
Board/Member Authorization:
The Board of Managers of Meridian Consumer Brands LLC (the "Board") has duly authorized the transactions contemplated by the Agreement in accordance with the LLC Agreement and applicable law. The authorization occurred in two stages:
(a) At a duly noticed meeting of the Board held on November 18, 2024, the Board adopted a resolution approving the strategic divestiture of the PureGlow product line and authorizing the engagement of Whitfield Barrow & Co. LLC as Seller's financial advisor in connection therewith. The resolution was adopted unanimously by the five (5) members of the Board present, constituting a quorum.
(b) At a duly noticed meeting of the Board held on May 9, 2025, the Board adopted a supplemental resolution (the "Authorization Resolution") specifically authorizing the execution and delivery of the Agreement and all ancillary agreements, documents, and instruments contemplated thereby, including the Bill of Sale, the IP Assignment Agreement, the Transition Services Agreement, the Non-Competition Agreement, and any other closing deliverables. The Authorization Resolution was adopted unanimously by the five (5) members of the Board present, constituting a quorum. A copy of the Authorization Resolution has been made available to Buyer in the Thackeray Solutions virtual data room.
No further member consent, vote, or approval is required under the LLC Agreement, the Delaware Limited Liability Company Act, or any other applicable Law to authorize the execution, delivery, and performance by Seller of the Agreement and the consummation of the transactions contemplated thereby.
Exceptions / Potential Conflicts:
The following consents, approvals, or notices are required in connection with the execution, delivery, and performance by Seller of the Agreement and the consummation of the transactions contemplated thereby:
1.  Landlord Consent — Dayton, OH Lease. Pursuant to Section 12.4 of the Lease Agreement dated July 1, 2020 (the "Dayton Lease"), by and between Buckeye Industrial Realty Partners LLC, as landlord, and Meridian Consumer Brands LLC, as tenant, the prior written consent of the landlord is required for any assignment, transfer, or conveyance of the tenant's interest in the Dayton Lease. The Dayton Lease provides that such consent shall not be unreasonably withheld, conditioned, or delayed. A formal consent request letter was submitted to Buckeye Industrial Realty Partners LLC on April 22, 2025. As of the date hereof, landlord consent has not been received, and Seller is actively working with the landlord to obtain such consent prior to the Closing Date. See also Schedule 3.8 for additional details regarding the Dayton Lease.
2.  Customer Assignment Consents. Three (3) of the eight (8) customer supply and distribution agreements that constitute Assumed Contracts contain provisions requiring the prior written consent of the counterparty for assignment of the agreement to a third party (including in connection with a sale of assets). The three agreements requiring consent are:
(a) Master Supply Agreement between Meridian Consumer Brands LLC and Hartwell Retail Group, dated February 14, 2021 (Section 18.3 — assignment and change-of-control clause);
(b) Distribution Agreement between Meridian Consumer Brands LLC and Cascade Consumer Products Inc., dated October 1, 2022 (Section 14.2 — assignment clause); and
(c) Supply Agreement between Meridian Consumer Brands LLC and Pinnacle Foods & Home LLC, dated April 15, 2021 (Section 11.6 — assignment clause).
Formal consent request letters were submitted to each of the foregoing counterparties on April 28, 2025 and May 1, 2025, respectively. As of the date hereof, none of the requested consents have been received. Seller is engaged in discussions with each counterparty and is making commercially reasonable efforts to obtain such consents prior to the Closing Date. See Schedule 3.10(b) for additional details.
3.  Notice to Hargrove Capital Partners Fund IV LP. Section 7.2 of the LLC Agreement requires that written notice be provided to Hargrove Capital Partners Fund IV LP not less than ten (10) Business Days prior to any disposition by Seller of assets having an aggregate value in excess of $5,000,000. Such notice was provided in connection with the Board meeting on November 18, 2024, and the requisite consent of Hargrove Capital Partners Fund IV LP was obtained as part of the Board approval process described above, Hargrove Capital Partners Fund IV LP's designated Board representatives having voted in favor of the Authorization Resolution.
Other than as set forth above, the execution, delivery, and performance by Seller of the Agreement, and the consummation of the transactions contemplated thereby, do not and will not (a) violate or conflict with the certificate of formation or the LLC Agreement of Seller, (b) violate or conflict with any Law or Order applicable to Seller or the Acquired Assets, or (c) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any Contract to which Seller is a party or by which any of the Acquired Assets are bound, except in the case of clause (c) for such breaches, defaults, or rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
SCHEDULE 3.3
Financial Statements; Absence of Undisclosed Liabilities
PureGlow Carve-Out Financial Information:
The following financial information relating to the PureGlow product line has been prepared by Seller on a carve-out basis and has been provided to Buyer in the Thackeray Solutions virtual data room (initially opened on March 10, 2025, Project "Clarity"):
(a) Unaudited Carve-Out Income Statement — PureGlow Product Line, Fiscal Year 2024 (twelve months ended December 31, 2024):
•  Net Revenue: $58,000,000
•  Cost of Goods Sold: $35,380,000
•  Gross Profit: $22,620,000 (39.0% gross margin)
•  Selling, General & Administrative Expenses (including allocated corporate overhead): $16,820,000
•  Adjusted EBITDA: $5,800,000 (10.0% Adjusted EBITDA margin)
•  Depreciation and Amortization (allocated): $1,450,000
•  Operating Income (EBIT): $4,350,000
(b) Unaudited Carve-Out Balance Sheet — PureGlow Product Line, as of December 31, 2024:
•  Total Current Assets (PureGlow-allocated): $14,750,000
•  Total Current Liabilities (PureGlow-allocated): $8,400,000
•  Net Working Capital: approximately $6,350,000
•  Total Property, Plant & Equipment (net): $4,600,000 (Dayton facility equipment)
•  Total Intangible Assets (net book value): $7,200,000
(c) PureGlow Revenue as a Percentage of Consolidated Revenue: PureGlow revenue of $58,000,000 represents approximately 9.35% of Meridian Consumer Brands LLC's consolidated FY2024 revenue of $620,000,000.
(d) Basis of Preparation: The carve-out financial statements described above have been prepared on a carve-out basis using Meridian's historical accounting policies (U.S. GAAP applied consistently) and include allocations of certain shared corporate overhead costs, including allocations of human resources, information technology, legal, and finance department costs. Corporate overhead has been allocated based on a combination of direct usage and proportionate revenue allocation methodologies. These financial statements have not been audited or reviewed by an independent public accounting firm and do not include all disclosures that would be required under U.S. GAAP for standalone financial statements. Seller makes no representation that the carve-out financial statements necessarily reflect what the PureGlow business's financial position or results of operations would have been had the PureGlow business been operated as a standalone entity during the period presented.
Disclosure of Known Liabilities:
Except as set forth below, to Seller's Knowledge, there are no liabilities or obligations of Seller of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable, or otherwise, relating to the PureGlow product line or the Acquired Assets, other than (i) liabilities reflected or reserved against in the carve-out financial statements described above, (ii) liabilities incurred in the ordinary course of business since December 31, 2024, and (iii) liabilities and obligations arising under the Assumed Contracts:
(a) Accrued Product Return Reserves. As of December 31, 2024, Seller maintained accrued product return reserves of approximately $485,000 related to the PureGlow product line, reflecting estimated returns from retail customers in the ordinary course consistent with historical return rates.
(b) Pending Warranty Claims. As of the date hereof, there are pending product warranty and consumer satisfaction claims relating to PureGlow products received through Seller's ordinary course customer service operations. No individual warranty claim exceeds $25,000 in value, and the aggregate amount of all pending warranty claims does not exceed $72,000.
(c) Trade Payables. As of December 31, 2024, trade accounts payable related to PureGlow operations (including amounts owed to raw material suppliers, packaging vendors, and service providers) totaled approximately $4,150,000, all of which were within standard payment terms and were not past due.
(d) Accrued Employee Compensation. As of December 31, 2024, accrued compensation and benefits for PureGlow transferred employees (including accrued wages, bonuses, and vacation/PTO) totaled approximately $1,180,000.
SCHEDULE 3.4
Absence of Changes
Except as set forth below or as otherwise contemplated by the Agreement, since December 31, 2024 (the "Balance Sheet Date"), Seller has conducted the PureGlow business in the ordinary course of business consistent with past practice, and there has been no event, occurrence, development, or state of circumstances that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the PureGlow business or the Acquired Assets. The following events and developments occurring since the Balance Sheet Date are disclosed for purposes of this Schedule:
1.  Board Decision and Strategic Announcement. In connection with the Board resolution adopted on November 18, 2024 (as described in Schedule 3.2), the Board approved the strategic divestiture of the PureGlow product line. During the first quarter of 2025, Seller's management communicated the contemplated divestiture on a confidential basis to certain key customers and to senior PureGlow-dedicated employees. These communications were made pursuant to confidentiality undertakings and were intended to facilitate an orderly transition process.
2.  Revenue Trend. PureGlow revenue has been on a declining trend during the twelve-month period preceding the date hereof. For the first quarter of 2025 (the three months ended March 31, 2025), PureGlow revenue was approximately $13,100,000, compared to approximately $15,200,000 for the first quarter of 2024, representing a year-over-year decline of approximately 13.8%. Management attributes this decline primarily to increased competitive pressure in the mid-tier personal care segment, certain retailer shelf-space reductions, and the general strategic de-prioritization of the PureGlow brand within Meridian's broader portfolio.
3.  No Material Changes in Pricing, Supplier Terms, or Distribution Arrangements. There have been no material changes in the pricing of PureGlow products, the terms of any supply arrangements with key raw material or packaging suppliers, or the distribution arrangements for PureGlow products, in each case outside the ordinary course of business.
4.  Headcount. Two (2) PureGlow-dedicated employees departed voluntarily since December 31, 2024: (a) one quality assurance technician at the Dayton facility (departed February 28, 2025, position not yet backfilled) and (b) one marketing coordinator at the New York headquarters (departed March 14, 2025, responsibilities absorbed by remaining brand team members). Other than these two departures, there have been no material headcount reductions, layoffs, or involuntary terminations among PureGlow-dedicated employees.
5.  Product Returns and Warranty Claims. Product return rates and warranty claim volumes for PureGlow products have remained within historical ranges during the period since December 31, 2024. There have been no material increases in return rates or warranty claim frequency.
6.  No Capital Expenditures Outside Ordinary Course. No capital expenditures relating to the PureGlow business have been made or committed to in excess of $100,000 individually or $250,000 in the aggregate since December 31, 2024, other than ordinary course maintenance and repair expenditures at the Dayton facility.
7.  No Material Contracts Entered or Terminated. Seller has not entered into, amended, modified, or terminated any Material Contract relating to the PureGlow business since December 31, 2024, other than in the ordinary course of business.
SCHEDULE 3.5
Acquired Assets; Title
Schedule 3.5(a) — Inventory
Description: The Acquired Assets include all finished goods, raw materials, work-in-process, and packaging materials relating to the PureGlow product line, in each case owned by Seller and held for use or sale in the PureGlow business as of the Closing Date (collectively, the "Inventory").
Location: The Inventory is located primarily at the following locations:
(a) Dayton, OH Manufacturing Facility: 2200 Dryden Road, Dayton, Ohio 45439. The majority of raw materials, work-in-process, and a significant portion of finished goods inventory are maintained at this facility.
(b) Third-Party Warehousing — National Distribution Solutions LLC: 1480 Commerce Parkway, Cranbury, New Jersey 08512. Seller utilizes this third-party logistics facility for regional distribution of finished goods to East Coast and Midwest retail customers. Finished goods inventory stored at this location as of March 31, 2025 had an approximate book value of $1,350,000.
(c) Third-Party Warehousing — Pacific Coast Logistics Inc.: 9200 Lakeshore Boulevard, Building C, Ontario, California 91761. Seller utilizes this third-party logistics facility for West Coast distribution. Finished goods inventory stored at this location as of March 31, 2025 had an approximate book value of $680,000.
Allocated Value per Purchase Price Allocation: $8,200,000
Valuation Methodology: Inventory is valued at cost, determined in accordance with Seller's first-in, first-out (FIFO) accounting methodology, consistently applied in accordance with Seller's historical accounting policies and U.S. GAAP. The Inventory valuation as of the Closing Date will be determined as part of the Net Working Capital calculation in accordance with Section 2.6 of the Agreement.
Composition of Inventory (Approximate, as of December 31, 2024):
Exceptions:
(a) Certain obsolete or expired raw material lots have been identified and written down to zero or scrap value in accordance with Seller's inventory reserve policies. These lots are excluded from the Inventory count and valuation set forth above. A detailed schedule of written-down items, including item descriptions, lot numbers, original costs, and write-down amounts, is available in the Thackeray Solutions virtual data room (Folder 4.3 — Inventory Reports). The aggregate amount of inventory write-downs taken in FY2024 for the PureGlow product line was approximately $215,000.
(b) Certain finished goods inventory approaching or past its recommended shelf-life expiration (defined as within sixty (60) days of the "best by" date printed on the packaging) has been identified. As of March 31, 2025, approximately $142,000 in finished goods fell into this category. Seller has taken appropriate reserves against such inventory in the ordinary course.
Schedule 3.5(b) — Tangible Personal Property / Equipment
Description: The Acquired Assets include all manufacturing equipment, molds, tooling, production machinery, laboratory and quality control equipment, warehouse and material handling equipment, office furniture, fixtures, and information technology equipment located at the Dayton, OH facility and dedicated to the PureGlow product line (collectively, the "Equipment").
Location: All Equipment is located at the Dayton, OH manufacturing facility, 2200 Dryden Road, Dayton, Ohio 45439.
Allocated Value per Purchase Price Allocation: $4,600,000
Material Equipment — Summary List:
The following table sets forth the material items of Equipment included in the Acquired Assets. A complete fixed asset register is available in the Thackeray Solutions virtual data room (Folder 5.1 — Fixed Asset Schedules).
Exceptions:
(a) Shared Equipment. Certain equipment located at the Dayton, OH facility is shared between the PureGlow product line and other Meridian product lines manufactured or warehoused at the facility. Shared equipment is not included in the Acquired Assets and will remain the property of Seller. The following categories of shared equipment are specifically excluded:
(i) Central water purification and deionization system (shared across all production lines at the facility);
(ii) Steam generation and compressed air systems (shared infrastructure);
(iii) Wastewater pretreatment system (shared);
(iv) Loading dock equipment and common-area material handling systems; and
(v) Shared IT infrastructure (main server room, network backbone, ERP system hardware).
Seller will provide Buyer with reasonable access to and use of such shared equipment during the term of the Transition Services Agreement ("TSA"), as set forth therein. Following the expiration or termination of the TSA, Buyer shall be responsible for procuring or installing its own equivalent systems as necessary.
(b) Leased Equipment. None of the material items of Equipment listed above is subject to a capital or operating lease; all items are owned by Seller free and clear of Liens (other than Permitted Liens).
Schedule 3.5(c) — Complete List of PureGlow SKUs
The following is a complete list of all twenty-three (23) stock-keeping units (SKUs) in the PureGlow product line, organized by product category. All listed SKUs are included in the Acquired Assets, together with all associated product formulations, specifications, packaging designs, and intellectual property.
Category 1: Body Wash (7 SKUs)
Category 2: Lotion (7 SKUs)
Category 3: Facial Cleanser (5 SKUs)
Category 4: Hand Soap (4 SKUs)
Total: 23 SKUs across 4 product categories.
All SKUs are manufactured at the Dayton, OH facility. Two (2) of the twenty-three (23) SKUs (PG-FC-015 and PG-FC-016, the PureGlow Clear Skin Facial Cleanser containing Salicylic Acid 2%) are classified as over-the-counter (OTC) drug products subject to FDA regulation under the applicable OTC drug monograph. The remaining twenty-one (21) SKUs are classified as cosmetic products under the Federal Food, Drug, and Cosmetic Act. See Schedule 3.14 for additional details regarding regulatory matters.
SCHEDULE 3.6
Intellectual Property
Schedule 3.6(a) — Trademarks and Trade Names
The following trademark registrations and applications are owned by Meridian Consumer Brands LLC and relate exclusively to the PureGlow product line. All such registrations and applications are included in the Acquired Assets and will be assigned to Buyer at Closing pursuant to the IP Assignment Agreement.
Allocated Value per Purchase Price Allocation: $18,500,000 (combined value of trademarks, trade names, formulations, and related intellectual property as set forth in Schedule 3.9).
Ownership and Title: All marks listed above are registered in the name of Meridian Consumer Brands LLC. Seller is the sole owner of record of each registration and application. No security interest, pledge, lien, or encumbrance exists with respect to any of the foregoing trademark registrations or applications, other than Permitted Liens.
Opposition and Cancellation Proceedings: As of the date hereof, there are no pending opposition or cancellation proceedings before the Trademark Trial and Appeal Board of the USPTO relating to any of the foregoing marks. No cease-and-desist letters or other assertions of prior rights by third parties have been received by Seller with respect to the PureGlow marks in the twelve (12) months preceding the date hereof.
Common-Law Rights: In addition to the federal registrations listed above, Seller possesses certain common-law trademark rights in the "PureGlow" name and mark in connection with personal care products throughout the United States, arising from continuous use in commerce since 2017.
Foreign Registrations: Seller does not hold any trademark registrations for PureGlow marks outside the United States. PureGlow products are currently sold only within the United States.
Schedule 3.6(b) — Trade Dress
The Acquired Assets include unregistered trade dress rights in the PureGlow product packaging design and trade dress elements for all twenty-three (23) PureGlow SKUs, including:
(a) Distinctive bottle shapes, including the proprietary curved silhouette bottle used for PureGlow body wash and lotion products;
(b) Color schemes, including the signature gradient color palette (transitioning from white to a product-category-specific accent color — lavender, citrus yellow, pale blue, and sage green) used across all PureGlow product lines;
(c) Label layouts, including the consistent placement and formatting of the PureGlow wordmark, product name, product description, ingredient list, and other required label elements; and
(d) Packaging carton designs for multi-pack retail displays and gift sets.
These trade dress elements are unregistered and are protected under federal and state unfair competition and trade dress law. Seller has not filed any applications for trade dress registration with the USPTO.
Schedule 3.6(c) — Domain Names
The following Internet domain names are owned by Meridian Consumer Brands LLC and relate to the PureGlow brand. All such domain registrations are included in the Acquired Assets and will be transferred to Buyer at Closing pursuant to the IP Assignment Agreement.
All domain registrations are held in the name of Meridian Consumer Brands LLC with administrative contact designated as Meridian's IT department. Domain transfer procedures will be coordinated between Seller and Buyer prior to or promptly following the Closing Date.
Schedule 3.6(d) — Formulations and Trade Secrets
The Acquired Assets include all proprietary product formulations for each of the twenty-three (23) PureGlow SKUs, which are maintained as trade secrets of Seller. The formulations encompass the complete ingredient lists, proportions, manufacturing process parameters, and quality specifications for each product.
Formulation Identification Numbers:
All formulations are maintained in Seller's proprietary R&D database system (the "Formulation Library"), which is hosted on Seller's internal network. Complete copies of all formulation records, including batch manufacturing records, stability data, raw material specifications, and quality control test protocols, will be transferred to Buyer at Closing pursuant to the IP Assignment Agreement.
Exceptions: Certain base formulations for the PureGlow products utilize ingredients, processes, and formulation techniques that are commonly known and widely used in the personal-care industry (e.g., standard surfactant blends, common emulsifier systems, conventional preservative packages). Such commonly available elements may not be independently protectable as trade secrets. However, the specific combinations, proportions, process parameters, and finishing steps employed in the PureGlow formulations are proprietary to Seller and are maintained as confidential information.
Schedule 3.6(e) — IP Licenses (Inbound)
There are no material inbound intellectual property licenses specific to the PureGlow product line other than the following:
(a) Standard ingredient supplier license agreements and supply terms that grant Seller the right to use supplier-provided fragrance blends in PureGlow products. These licenses are incorporated into the raw material supply agreements disclosed in Schedule 3.10(c) and are non-exclusive, royalty-free (included in ingredient purchase price), and transferable in connection with a sale of the PureGlow business.
(b) Seller utilizes certain standard off-the-shelf software applications (e.g., Adobe Creative Suite, Microsoft Office) in connection with PureGlow packaging design and marketing materials. Such software licenses are Excluded Assets and will not transfer to Buyer.
Schedule 3.6(f) — IP Licenses (Outbound)
None material. Seller has not granted any third party a license to use PureGlow trademarks, trade dress, formulations, or other PureGlow intellectual property, other than limited, non-exclusive licenses granted to retail customers for the sole purpose of marketing and reselling PureGlow products in the ordinary course of business (e.g., use of the PureGlow logo in retailer advertising and promotional materials).
Schedule 3.6(g) — IP Infringement or Disputes
As of the date hereof, there are no pending or, to Seller's Knowledge, threatened claims, suits, actions, or proceedings alleging (a) infringement, misappropriation, or other violation by Seller of any third party's intellectual property rights in connection with the PureGlow product line, or (b) infringement, misappropriation, or other violation by any third party of Seller's intellectual property rights in the PureGlow marks, formulations, trade dress, or other PureGlow intellectual property.
Seller has not sent, and has not received, any cease-and-desist letters, demand letters, or other written assertions of intellectual property rights relating to the PureGlow brand, products, or packaging in the three (3) years preceding the date hereof.
SCHEDULE 3.7
Transferred Employees
Overview:
The Acquired Assets include the employment relationships with the employees listed below and in Annex A to this Schedule (collectively, the "Transferred Employees"). Buyer is required to offer employment to all Transferred Employees effective as of the Closing Date in accordance with Section 6.8 of the Agreement.
Total Number of Transferred Employees: 74
Breakdown by Location:
Key Employees:
The following individuals hold key leadership positions within the PureGlow business:
Representative Employee List:
The following is a representative sample of Transferred Employees. The complete and detailed list of all 74 Transferred Employees, including all fields specified below, is attached as Annex A to this Schedule.
Full list of all 74 employees is set forth in Annex A.
Employment Terms:
(a) All Transferred Employees are employed on an at-will basis. No Transferred Employee is party to an individual employment agreement providing for a fixed term of employment, except that certain key employees identified above have entered into offer letters or employment letter agreements that contain severance, change-of-control, and/or non-competition provisions.
(b) No Transferred Employee is covered by a collective bargaining agreement, and no labor union represents, or has sought to represent, any Transferred Employee. Seller has not received any petition for election or demand for recognition from any labor organization with respect to any Transferred Employee in the five (5) years preceding the date hereof.
Benefit Plans:
All Transferred Employees currently participate in Seller's employee benefit plans, including Seller's group health insurance plan (medical, dental, and vision), Seller's 401(k) retirement savings plan, Seller's group life and disability insurance plan, and Seller's paid time off (PTO) policy. All such benefit plans are Excluded Assets and will not transfer to Buyer. Pursuant to Section 6.8 of the Agreement, Buyer is required to provide each Transferred Employee who accepts Buyer's offer of employment with employee benefit plans that are substantially comparable in the aggregate to those provided by Seller as of the Closing Date, subject to the terms and conditions specified in the Agreement.
Exceptions:
(a) Change-of-Control / Retention Bonus Provisions. Five (5) Transferred Employees have change-of-control or transaction-related retention bonus provisions in their employment letter agreements or separate retention agreements that are triggered by the consummation of the transactions contemplated by the Agreement. The aggregate amount of change-of-control and retention bonuses payable upon Closing is approximately $449,500. These amounts are payable by Seller and constitute Retained Liabilities. The five employees and their respective bonus amounts are:
(i) Catherine Albrecht — $142,500 (50% of base salary) (ii) Darnell Washington — $97,500 (50% of base salary) (iii) Thomas Rourke — $82,500 (50% of base salary) (iv) Dr. Annika Lindström — $77,500 (50% of base salary) (v) Sandra Miyamoto — $49,500 (37.5% of base salary)
(b) Employees on Leave of Absence. As of the date hereof, two (2) Transferred Employees are on leave of absence:
(i) Employee MCB-2035 (Dayton, OH — Production Operator) is on FMLA leave, commenced April 1, 2025, with an anticipated return date of June 15, 2025.
(ii) Employee MCB-2051 (Dayton, OH — Maintenance Technician) is on short-term disability leave, commenced March 10, 2025, with return date to be determined based on medical clearance.
SCHEDULE 3.8
Real Property Leases
The following is a description of the real property lease included in the Acquired Assets:
Dayton, OH Manufacturing Facility Lease:
Other Real Property:
No other real property leases are included in the Acquired Assets. Seller's headquarters at 450 Park Avenue South, 14th Floor, New York, New York 10016, is an Excluded Asset. Seller's corporate office lease at such address is a lease between Seller and 450 Park LLC, and is not being assigned to Buyer. The twelve (12) New York-based Transferred Employees currently working at the headquarters location will transition to Buyer's designated workspace arrangements following the Closing, as contemplated by the Transition Services Agreement.
SCHEDULE 3.9
Tax Matters
Tax Classification:
Seller is treated as a disregarded entity for United States federal income tax purposes, as Hargrove Capital Partners Fund IV LP is the sole member of Seller for federal tax purposes. The management rollover holders and minority co-investors hold profits interests and/or incentive units that, while constituting membership interests under the LLC Agreement, do not cause Seller to be classified as a partnership for federal income tax purposes based on the current structure. All federal income tax items of Seller are reported on the federal income tax return of Hargrove Capital Partners Fund IV LP (EIN: 85-1034782).
For Ohio state income and commercial activity tax purposes, Seller reports and files as required by Ohio law in connection with its operations at the Dayton, OH facility.
Tax Liens:
There are no tax liens on any of the Acquired Assets. No federal, state, or local taxing authority has filed or, to Seller's Knowledge, threatened to file any lien on any of the Acquired Assets for unpaid Taxes.
Tax Filings and Compliance:
All material Tax returns required to be filed by Seller with respect to the PureGlow business have been timely filed (taking into account any valid extensions of time for filing), and all Taxes shown as due and payable on such Tax returns have been timely paid. Such Tax returns are true, correct, and complete in all material respects.
Tax Audits and Examinations:
There are no pending or, to Seller's Knowledge, threatened Tax audits, examinations, assessments, or other proceedings by any federal, state, or local taxing authority with respect to the Acquired Assets or the PureGlow business. Seller has not received any notice from any taxing authority of any proposed adjustment, deficiency, or assessment with respect to any Tax relating to the PureGlow business.
Purchase Price Allocation (IRC § 1060):
Pursuant to Section 2.5 of the Agreement, Seller and Buyer have agreed to allocate the aggregate purchase price of $40,000,000 among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. The following allocation has been agreed upon by the parties:
Seller and Buyer have agreed to file all Tax returns and information reports (including IRS Form 8594) consistently with the foregoing allocation, as set forth in Section 2.5 of the Agreement.
Tax Advisor:
Seller's tax advisor in connection with the transactions contemplated by the Agreement is:
Graymoor & Keene LLP
Attn: Howard Ellison, Tax Partner
1345 Avenue of the Americas, Suite 2400 New York, New York 10105 Telephone: (212) 555-7400
Email: hellison@graymoorkeene.com
State and Local Tax Registrations:
Seller maintains the following state and local tax registrations in connection with PureGlow operations:
(a) Ohio Commercial Activity Tax (CAT) registration — active.
(b) Ohio Employer Withholding Tax registration — active (for Dayton, OH employees).
(c) New York State Corporation/LLC Tax filing — active.
(d) New York State Employer Withholding Tax registration — active (for New York, NY employees).
(e) Sales and use tax registrations (vendor's licenses) in approximately twenty-two (22) states where PureGlow products are sold at wholesale.
Sales and Use Tax Exemption Certificates:
Seller maintains on file valid resale/exemption certificates from its wholesale and distribution customers in the applicable states, as required by state sales and use tax law. Copies of such certificates are available in the Thackeray Solutions virtual data room (Folder 9.2 — Tax Records). Seller will provide Buyer with copies of all such certificates at or promptly following the Closing.
SCHEDULE 3.10
Material Contracts
Schedule 3.10(a) — Customer Supply and Distribution Agreements
The following table sets forth a complete list of all eight (8) customer supply and distribution agreements relating to the PureGlow product line that constitute Assumed Contracts under the Agreement:
Customer Concentration: Hartwell Retail Group is the largest customer of the PureGlow product line, representing approximately 24.48% of total PureGlow FY2024 revenue ($14,200,000 of $58,000,000). The top three (3) customers (Hartwell Retail Group, Cascade Consumer Products Inc., and Pinnacle Foods & Home LLC) collectively represent approximately 55.86% of total PureGlow FY2024 revenue.
Schedule 3.10(b) — Contracts Requiring Assignment Consent
Three (3) of the eight (8) customer supply and distribution agreements listed above require the prior written consent of the counterparty for assignment of the agreement to Buyer:
1.  Hartwell Retail Group — Master Supply Agreement
•  Relevant Provision: Section 18.3 (Assignment and Change of Control). This provision states that neither party may assign, delegate, or transfer its rights or obligations under the agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. The provision further provides that any change in control of a party (defined to include a sale of all or substantially all of the assets of the party related to the subject matter of the agreement) shall be treated as an assignment requiring consent.
•  Status: Consent request letter submitted to Hartwell Retail Group on April 28, 2025, accompanied by background information regarding Buyer. As of the date hereof, Seller is in active discussions with Hartwell's procurement and legal teams. Preliminary feedback has been positive, though formal written consent has not yet been received.
•  Consequences of Failure to Obtain Consent: The counterparty would have the right to terminate the agreement upon thirty (30) days' written notice following an unconsented assignment.
2.  Cascade Consumer Products Inc. — Distribution Agreement
•  Relevant Provision: Section 14.2 (Assignment). This provision states that neither party may assign its rights or obligations under the agreement to any third party without the prior written consent of the other party.
•  Status: Consent request letter submitted to Cascade Consumer Products Inc. on May 1, 2025. As of the date hereof, consent has not been received. Seller's sales team has been in contact with Cascade's category management team to facilitate the consent process.
•  Consequences of Failure to Obtain Consent: The counterparty would have the right to terminate the agreement upon sixty (60) days' written notice following an unconsented assignment.
3.  Pinnacle Foods & Home LLC — Supply Agreement
•  Relevant Provision: Section 11.6 (Assignment). This provision requires the prior written consent of both parties for any assignment or transfer of the agreement, with consent not to be unreasonably withheld or delayed.
•  Status: Consent request letter submitted to Pinnacle Foods & Home LLC on May 1, 2025. As of the date hereof, consent has not been received. Initial response from Pinnacle's legal department indicated that the request is under review.
•  Consequences of Failure to Obtain Consent: The counterparty would have the right to terminate the agreement immediately upon written notice following an unconsented assignment, subject to a cure period of fifteen (15) Business Days.
A form of the customer consent letter is attached as Annex C to these Schedules.
Schedule 3.10(c) — Other Material Contracts
In addition to the customer supply and distribution agreements described above, the following Material Contracts relate to the PureGlow business and are included in the Assumed Contracts:
Raw Material Supply Agreements:
Note: Meridian Packaging Solutions Corp. is not an affiliate of Seller, notwithstanding the similar name.
Co-Manufacturing Agreements:
None. All PureGlow products are manufactured internally at the Dayton, OH facility. Seller does not utilize any contract manufacturers or tolling arrangements for PureGlow products.
Equipment Maintenance and Service Agreements:
(a) Annual Service Agreement between Meridian Consumer Brands LLC and ProLine Equipment Services Inc. for maintenance and calibration of filling line equipment at the Dayton facility. Effective date: January 1, 2024; annual fee: approximately $95,000.
(b) HVAC and Building Maintenance Service Agreement between Meridian Consumer Brands LLC and Dayton Facility Services Group LLC for the Dayton facility. Effective date: July 1, 2023; annual fee: approximately $68,000.
Product Liability Insurance Policies:
Seller's product liability, commercial general liability, and other insurance policies covering the PureGlow business are Excluded Assets and will not transfer to Buyer. See Schedule 3.15 for additional details. Buyer is responsible for procuring its own insurance coverage effective as of the Closing Date.
SCHEDULE 3.11
Litigation and Claims
There is no pending or, to Seller's Knowledge, threatened litigation, arbitration, administrative proceeding, governmental investigation, or other legal proceeding against Seller relating specifically to the PureGlow product line, the Acquired Assets, or the PureGlow business, except as follows:
(a) Minor Product Liability Claims. In the ordinary course of business, Seller receives from time to time minor product liability claims and consumer complaints relating to PureGlow products, including claims of skin irritation, allergic reactions, and product quality issues. As of the date hereof, there are four (4) pending product liability claims relating to PureGlow products, none of which individually exceeds $25,000 in claimed damages or probable exposure. The aggregate claimed damages across all four pending claims is approximately $47,000. These claims are being handled through Seller's ordinary course claims management process and are covered under Seller's commercial general liability insurance policy. None of these claims involves a claim of serious bodily injury, class action allegations, or allegations of defective product design or manufacturing defect affecting an entire product line.
(b) Consumer Complaint Matters. Seller's customer service department has received various consumer complaints relating to PureGlow products in the ordinary course, including complaints regarding product performance, packaging, and shipping. All such matters have been resolved or are pending resolution through ordinary course customer service processes (refunds, replacements, or credits). No consumer complaint has resulted in, or to Seller's Knowledge is reasonably likely to result in, litigation or a regulatory investigation.
There are no consent decrees, permanent or temporary injunctions, governmental orders, stipulations, or other judicial or administrative orders or directives applicable to the PureGlow business, the Acquired Assets, or any Transferred Employee in his or her capacity as an employee of the PureGlow business.
There are no pending or, to Seller's Knowledge, threatened claims by any current or former employee of the PureGlow business relating to employment discrimination, harassment, wrongful termination, wage and hour violations, or any other employment-related matter.
SCHEDULE 3.12
Compliance with Laws; Permits
General Compliance:
To Seller's Knowledge, Seller has been in compliance in all material respects with all applicable Laws relating to the PureGlow business and the Acquired Assets during the three (3) years preceding the date hereof, including all applicable federal, state, and local laws, regulations, ordinances, rules, orders, and requirements relating to the manufacture, labeling, marketing, distribution, and sale of personal care products, cosmetics, and OTC drug products.
Material Permits, Licenses, and Authorizations:
Seller holds all material permits, licenses, registrations, authorizations, and approvals required by applicable Law for the manufacture, distribution, and sale of PureGlow products, including the following:
(a) Ohio Department of Commerce Manufacturing Registration. Seller's Dayton, OH facility is registered with the Ohio Department of Commerce for the manufacture of personal care products and OTC drug products. Registration Number: OH-MFG-2020-04817. Status: Active; next renewal due: July 2025.
(b) FDA Establishment Registration. The Dayton, OH facility is registered with the U.S. Food and Drug Administration as a manufacturing establishment for both cosmetic products (under MoCRA) and OTC drug products. FDA Establishment Identifier (FEI): 3012847956. Registration is current and in good standing.
(c) State Cosmetic and OTC Drug Distribution Licenses. Seller holds product distribution and/or drug distributor licenses in the following states that require such licenses for the distribution of cosmetic products and/or OTC drug products: California, Florida, Georgia, Illinois, Louisiana, Massachusetts, New York, Ohio, Texas, and Virginia. All such licenses are current and in good standing.
(d) EPA and Ohio EPA Environmental Permits. The Dayton, OH facility holds the following environmental permits:
(i) Industrial wastewater pretreatment discharge permit issued by the City of Dayton Department of Water, Permit No. IU-2020-0347, effective September 1, 2020, renewed through August 31, 2025;
(ii) Ohio EPA air emission permit-to-install and operate (PTI/PTIO) for volatile organic compound (VOC) emissions from fragrance handling operations, Permit No. P0134527, effective January 15, 2021, with a five-year renewal term;
(iii) Hazardous waste small-quantity generator registration with the Ohio EPA, EPA ID No. OHD098765432.
(e) Local Building and Occupancy Permits. The premises at 2200 Dryden Road, Dayton, Ohio 45439 holds a valid certificate of occupancy issued by Montgomery County, Ohio, and all applicable local building, fire, and zoning permits.
Exceptions:
(a) The Ohio EPA air emission permit-to-install and operate (PTI/PTIO) referenced in clause (d)(ii) above is due for renewal in January 2026. Seller intends to submit the renewal application in due course; Buyer will be responsible for filing the renewal application following the Closing Date.
(b) In August 2023, the Dayton facility received a notice of minor deficiency from the Ohio Department of Commerce during a routine inspection relating to recordkeeping for raw material lot traceability. The deficiency was corrected within thirty (30) days, and a follow-up inspection in October 2023 confirmed full compliance. No citation, fine, or penalty was assessed.
(c) No warning letters, untitled letters, notices of violation, consent orders, or enforcement actions have been issued by any federal, state, or local governmental authority with respect to the PureGlow business or the Dayton facility in the three (3) years preceding the date hereof, other than the minor deficiency noted in clause (b) above.
SCHEDULE 3.13
Environmental Matters
Environmental Assessments:
(a) A Phase I Environmental Site Assessment (ASTM E1527-21) was completed for the Dayton, OH facility located at 2200 Dryden Road, Dayton, Ohio 45439 on June 15, 2020, by Greenfield Environmental Consultants LLC, 1800 Kettering Tower, Dayton, Ohio 45423 (the "Phase I Report"). The Phase I Report was prepared in connection with the commencement of the Dayton Lease and was provided to Buyer in the Thackeray Solutions virtual data room (Folder 11.1 — Environmental Reports).
(b) The Phase I Report concluded that no recognized environmental conditions (RECs), controlled recognized environmental conditions (CRECs), or historical recognized environmental conditions (HRECs) were identified at the property that would require further investigation or remediation. The Phase I Report noted a de minimis condition relating to the presence of a small quantity of petroleum-stained soil near a former above-ground storage tank pad on the south side of the building, which was characterized as a de minimis condition not rising to the level of a REC.
(c) No Phase II Environmental Site Assessment has been conducted for the property.
Hazardous Materials:
Standard personal-care manufacturing chemicals are used in PureGlow manufacturing operations at the Dayton facility, including surfactants, preservatives (including parabens and phenoxyethanol), fragrances, essential oils, salicylic acid (active pharmaceutical ingredient for the OTC facial cleanser), emulsifiers, and cleaning agents. All hazardous materials are handled, stored, and disposed of in accordance with applicable OSHA, EPA, and Ohio EPA requirements. Safety Data Sheets (SDS) are maintained for all chemicals on site. Seller maintains a Hazard Communication Program and Chemical Hygiene Plan in compliance with OSHA standards (29 CFR 1910.1200 and 1910.1450).
The Dayton facility is classified as a small-quantity generator (SQG) of hazardous waste under RCRA. Hazardous waste is manifested and transported by licensed haulers to approved treatment, storage, and disposal facilities. Manifests and disposal records are maintained in accordance with applicable regulations.
Environmental Remediation:
There are no outstanding environmental remediation obligations, orders, consent decrees, or agreements relating to the Dayton, OH facility or any other property at which PureGlow products have been manufactured, stored, or distributed. Seller has not received any notice from any governmental authority requiring investigation or remediation of any environmental condition at the Dayton facility.
Exceptions:
(a) The building at 2200 Dryden Road was constructed in approximately 1985. Certain building materials, including floor tiles in the original administrative wing and pipe insulation in the mechanical room, may contain asbestos-containing materials (ACM). An asbestos survey conducted in 2020 by Greenfield Environmental Consultants LLC identified non-friable ACM in floor tiles in the original administrative offices (approximately 3,200 square feet) and thermal pipe insulation in the boiler room. The ACM is in good condition, is managed in place pursuant to an Operations and Maintenance (O&M) plan, and does not currently require abatement. The O&M plan is available in the Thackeray Solutions virtual data room.
(b) No underground storage tanks (USTs) are present at the Dayton facility. One former above-ground storage tank (AST) used for heating oil was decommissioned and removed in 2015 by the prior tenant; closure documentation is included in the Phase I Report.
SCHEDULE 3.14
Regulatory Matters; FDA Compliance
OTC Drug Products — FDA Product Listings
Two (2) of the twenty-three (23) PureGlow SKUs are classified as over-the-counter (OTC) drug products under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and are regulated by the U.S. Food and Drug Administration (FDA):
FDA Establishment Registration:
The Dayton, OH manufacturing facility (2200 Dryden Road, Dayton, Ohio 45439) is registered with the FDA as a drug manufacturing establishment. FDA Establishment Identifier (FEI): 3012847956. The registration is current, and annual registration renewals have been timely filed.
Manufacturing Compliance:
The PureGlow Clear Skin Facial Cleanser products are manufactured in compliance with applicable FDA current Good Manufacturing Practice (cGMP) requirements for OTC drugs, as set forth in 21 CFR Parts 210 and 211, including requirements for:
•  Facility design and maintenance
•  Equipment cleaning and calibration
•  Component and container testing and release
•  Production and process controls
•  Laboratory controls and stability testing
•  Batch record documentation
•  Complaint handling and adverse event reporting
Labeling Compliance:
Drug Facts labeling for the PureGlow Clear Skin Facial Cleanser products complies with the requirements of 21 CFR 201.66, including the standardized Drug Facts panel format, active ingredient declaration, uses, warnings, directions, and inactive ingredient listing.
Annual Drug Listing Updates:
Annual drug listing updates have been filed with the FDA in accordance with 21 CFR 207. The most recent annual update was filed in December 2024 for the 2024 registration year.
FDA Inspections:
The Dayton facility has not been subject to an FDA inspection specifically targeting the OTC drug manufacturing operations in the three (3) years preceding the date hereof. The last FDA inspection of the facility occurred on September 22–24, 2022, and resulted in an Establishment Inspection Report (EIR) with no FDA Form 483 observations issued. No warning letters, untitled letters, consent decrees, or other enforcement actions have been issued by the FDA with respect to the Dayton facility or any PureGlow product.
Cosmetic Products.  The remaining twenty-one (21) PureGlow SKUs (body wash, lotion, non-medicated facial cleansers, hand soap) are classified as cosmetic products under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 361).
Voluntary Cosmetic Registration Program (VCRP): Seller has submitted product formulation and ingredient statements for PureGlow cosmetic products to the FDA under the Voluntary Cosmetic Registration Program. VCRP filings are on record with the FDA's Office of Cosmetics and Colors.
MoCRA Compliance: In compliance with the Modernization of Cosmetics Regulation Act of 2022 (MoCRA, Pub. L. 117-328, Division FF, Title XXXV), Selle