Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged by Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company headquartered at 401 West 33rd Street, Suite 1200, New York, NY 10001, to serve as borrower's counsel in connection with a proposed $40,000,000 asset-based revolving credit facility (the "Proposed ABL Facility" or the "Facility"). The Facility would be provided by

II. The Borrower — Meridian Consumer Brands LLC A. Entity and Organizational Overview Meridian Consumer Brands LLC is a Delaware limited liability company organized and existing under the Delaware Limited Liability Company Act. Meridian's federal employer identification number is 84-3291057. The company's principal office and headquarters are located at 401 West 33rd Street, Suite 1200, New York, NY 10001. Meridian's

III. Summary of Proposed Facility Terms The following summarizes the principal commercial terms of the Proposed ABL Facility as set forth in Ridgeline's initial term sheet dated January 28, 2022. These terms are subject to negotiation and are expected to be modified in certain respects based on Meridian's counterproposals, which will be reflected in our marked-up term sheet. A. Facility Type and Size The Proposed ABL

IV. Collateral Package A. Proposed Lien Priority Structure The collateral package for the Proposed ABL Facility is structured as a split-collateral arrangement, which is customary when an ABL facility coexists with a first lien term loan. Under this structure: • ABL Priority Collateral: Ridgeline will hold a first-priority perfected security interest and lien on all of Meridian's accounts receivable, inventory, depos

V. Borrowing Base — Initial Analysis A. Structure of the Borrowing Base The borrowing base under the Proposed ABL Facility will consist of two principal components: (i) eligible accounts receivable and (ii) eligible inventory, each subject to specified advance rates, eligibility criteria, and reserves as agreed between the parties. The aggregate borrowing base will determine the maximum amount Meridian may borrow und

VI. Existing Indebtedness — Greystone Capital Finance LLC First Lien Term Loan A. Summary of Existing Facility Meridian has an existing first lien term loan facility with Greystone Capital Finance LLC ("Greystone"), which serves as both the lender and administrative agent under that facility. The key terms of the Greystone term loan are as follows: Lender/Administrative Agent: Greystone Capital Finance LLC, 125 High

VII. Preliminary Negotiation Issues and Open Points Based on our review of Ridgeline's initial term sheet and our discussions with Raymond Chu, we have identified the following issues as the principal areas where negotiation will be required. These issues will be addressed in our marked-up term sheet and will form the basis for our negotiation strategy in discussions with Whitfield Ames. A. Advance Rate Dispute As di

VIII. Timeline and Next Steps The following table summarizes the key dates and anticipated milestones for the Proposed ABL Facility: We note that the timeline above is subject to adjustment based on the pace of negotiations, the Bellweather field examination schedule, and the progress of intercreditor agreement discussions with Greystone. We will provide regular status updates to the engagement team and to the client

IX. Calderwood & Harkness Engagement Team The following attorneys have been assigned to this matter: • Stephanie Okafor — Responsible Partner, Banking & Finance. Ms. Okafor will provide overall strategic direction and supervise all substantive legal work on the engagement. She will serve as the primary partner-level point of contact for the client and for Whitfield Ames LLP. • Philip Hartmann — Billing Partner, Banki

X. Conclusion The Proposed ABL Facility is a straightforward single-lender asset-based revolving credit facility with a strong initial borrowing base that significantly exceeds the $40,000,000 commitment amount, providing Meridian with substantial excess availability under either advance rate scenario analyzed in this memorandum. The sole-lender structure with Ridgeline National Bank simplifies the documentation proc