Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company, as borrower's counsel in connection with the following matter: Representation of Meridian in connection with the negotiation, documentation, and potential closing of a proposed $40,000,000 asset-based revolving credit facility (the "Proposed AB

2. Engagement Team The following attorneys have been assigned to this matter and will comprise the primary engagement team: Ms. Okafor will serve as the Responsible Partner and your primary point of contact at the Firm with respect to all matters relating to this engagement. She can be reached by telephone at (212) 455-7834 or by email at sokafor@calderwoodharkness.com. Mr. Hartmann will serve as the Billing Partner

3. Fee Arrangement and Hourly Rates Fees for legal services rendered in connection with this engagement will be charged on an hourly basis, computed in increments of one-tenth (1/10) of an hour. The current standard hourly rates for the members of the engagement team are as follows: These rates reflect the Firm's standard rates for the above-named timekeepers as of the date of this letter. The Firm periodically revie

4. Billing and Payment Terms The Firm will render invoices for professional fees and disbursements on a monthly basis, in arrears. Each invoice will include a summary description of the services rendered during the applicable billing period, the identity of the timekeepers who performed such services, the number of hours expended by each timekeeper, a description of the work performed, and an itemization of any disbu

5. Disbursements and Expenses In addition to the professional fees described in Section 3 above, the Firm will bill the Company for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses may include, by way of example and without limitation, the following: (a) filing fees payable to governmental offices, including UCC filing fees, corporate good

6. Scope Limitations The Firm's representation of the Company under this engagement letter is limited to the specific matter described in Section 1 above — namely, the representation of Meridian as borrower's counsel in connection with the Proposed ABL Facility with Ridgeline. The Firm is not undertaking to represent Meridian in any other matter, transaction, dispute, or proceeding of any kind unless such additional

7. Client Responsibilities In order for the Firm to render effective and timely legal services in connection with the Proposed ABL Facility, Meridian agrees to cooperate fully with the Firm and to provide, on a timely basis, all information, documents, records, agreements, financial statements, and access to the Company's officers, directors, managers, employees, and other personnel as may be reasonably necessary for

8. Conflicts of Interest Based on a conflicts check conducted by the Firm as of the date of this letter, the Firm is not presently aware of any conflict of interest that would prevent it from undertaking this representation in accordance with the New York Rules of Professional Conduct. Meridian acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a substantial number of attorneys and a d

9. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of Meridian in connection with this engagement, in accordance with the Firm's ethical obligations under the New York Rules of Professional Conduct and applicable professional standards. The Firm will not disclose such information to any third party without the Company's prior written consent, except as required

10. Termination of Engagement Either Meridian or the Firm may terminate this engagement at any time upon written notice to the other party. Termination by the Firm shall be subject to the Firm's obligations under applicable ethical rules, including the obligation to take reasonable steps to avoid prejudice to the Company's interests. Upon termination of the engagement, whether by the Company or the Firm, Meridian wil

11. Document Retention Following the conclusion or termination of this engagement, the Firm will retain the client file, including the Firm's work product and copies of material transaction documents, in accordance with the Firm's standard document retention policies. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement,

12. Limitation of Liability To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Company or any of its affiliates, members, managers, officers, or employees for any and all claims, losses, damages, costs, or expenses of any kind arising out of or related to the services provided under this engagement, whether based in contract, tort, n

13. Governing Law This engagement letter and the attorney-client relationship between the Firm and the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the courts of the S

14. Entire Agreement; Amendments This letter constitutes the entire agreement between the Firm and the Company with respect to the engagement described herein and supersedes all prior or contemporaneous discussions, negotiations, correspondence, and understandings, whether oral or written, relating to the subject matter hereof. No amendment, modification, supplement, or waiver of any provision of this engagement lett

15. Acceptance and Countersignature We are delighted to have the opportunity to represent Meridian in connection with the Proposed ABL Facility, and we look forward to working with you and your team on this transaction. If the terms and conditions set forth in this engagement letter are acceptable to you, we kindly request that you indicate Meridian's agreement by signing and dating a copy of this letter in the space