Stephan : Attorney Letter Fiscal 2021

March 30, 2022

OTC Markets Group, Inc.

304 Hudson Street, 3rd Floor New York, NY 10013

Re: The Stephan Co. (SPCO.PK)

Dear Sir or Madam:

This firm is legal counsel to The Stephan Co. ("Issuer"), a corporation organized and existing under the laws of the State of Florida. I confirm that OTC Markets Group is entitled to rely on this letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.

In connection with the determination of OTC Markets Group, I confirm the following:

1. I am a U.S. resident and have been retained by the Issuer for the purpose of rendering this letter and related matters. I served on the Board of Directors of the Issuer from 1996 until 2017. I also served as Interim Chairman of the Board from April 2012 until 2017. My law firm has served as regular outside counsel for the Issuer since 1996. I personally own 10,062 shares of Issuer since at least June of 2019 that were issued upon the exercise of stock options granted to members of the board of directors. I have not received, nor has the Issuer agreed to issue, in the future, shares of the Issuer's stock in payment for legal services.

2. I have examined such corporate records and other documents and such questions of law considered necessary or appropriate for purposes of rendering the letter.

3. I am authorized to practice law in the State of Florida, which include the laws of the United States. This letter does not rely on the work of other counsel.

4. I am permitted to practice before the Securities and Exchange Commission (the "SEC") and have not been prohibited from practice thereunder. I am not currently, nor have I been in the past five years, the subject of an investigation, hearing, or proceeding by the SEC, theU.S Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency. In addition, I am not currently, nor have I been in the past five years, suspended or barred from practicing in any state or jurisdiction. I have never been charged in a civil or criminal case.

5. In the preparation of this letter, I have relied on information obtained from directors of the Issuer and other sources, and I represent that I believe all such sources are reliable.

6. This letter pertains to these items which contained the information concerning the Issuer and the Securities that are publicly available through the OTC Disclosure & News Service:

• (i) Annual Report for the period ending December 31, 2021, including Consolidated Financial Statements, which was posted on March 24, 2022;

• (ii) Quarterly Report for the period ending September 30, 2021, including the Consolidated Quarterly Financial Statements, which was posted on November 11, 2021.

I have reviewed these items (the "Information") in connection with the preparation of this letter.

7. In my opinion, the Information (i) constitutes "adequate current public information" concerning the Securities and the Issuer and "is available" within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the "Exchange Act"), (iii) complies as to form with the OTC Markets Group's Pink Basic Disclosure Guidelines, which are located on the Internet atwww.otcmarkets.com, and (iv) has been posted through the OTC Disclosure & News Service.

8. The person responsible for the preparation of the financial statements contained in the Information is:

Narasimha Rao Muppalla Redge Global Services

405 Sai Paragon Meadows, 4th Street, BEML Layout Bangalore-560066 Phone: [phone]

Email:[e-mail]

The financial statements at issue are not audited. The qualifications of Mr. Muppalla, the person who prepared the financial statements, are Chartered Accountant from the Institute of CharteredAccountants of India (which is the equivalent of a CPA in the United States) and a graduate of Nagarjuna University with a Bachelors of Commerce degree.

9. The Issuer's transfer agent is American Stock Transfer & Trust Company ("AST"), located at 6201 15th Ave, Brooklyn, NY 11219. AST is the largest independent transfer agent in the United States. AST is registered with the SEC. I confirmed the number of the Issuer's outstanding shares set forth in the Information by reviewing the List of Shareholders prepared by AST as of December 31, 2021.

10. I have (i) personally met with management (Benjamin Large, Chief Executive Officer, and Narasimha Muppalla, Chief Financial Officer) and a majority of the directors of the Issuer (Brian Harper, Benjamin Large, and Jad Fakhry), (ii) reviewed the Information, as published by the Issuer through the OTC Disclosure & News Service, and (iii) discussed the Information with management and a majority of the directors of the Issuer.

11. To the best of my knowledge, after inquiry of management and the directors of the Issuer, neither the Issuer, nor any 5% holder, nor counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

12. No person other than OTC Markets Group is entitled to rely on the contents of this letter. However, OTC Markets Group is granted full and complete permission and rights to publish this letter through the OTC Disclosure & News Service for public viewing.

13. Neither the Issuer, nor its predecessors, is or ever was a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.

Let me know if you have any questions or need any clarification.

Sincerely,

Curtis Carlson

CC:rl