Contract analysis

I. Executive Summary On October 28, 2025, the United States Trustee for Region 3 appointed the Official Committee of Unsecured Creditors (the "Committee") in the Chapter 11 case of In re Cascadia Home & Lifestyle Inc., Case No. 25-12087, currently pending before the Honorable Christine M. Aldridge in the United States Bankruptcy Court for the District of Delaware. Meridian Consumer Brands LLC ("Meridian" or "MCB") wa

II. Background A. The Cascadia Chapter 11 Case Cascadia Home & Lifestyle Inc. ("Cascadia" or "CHL"), a Delaware corporation headquartered at 1200 NW Everett Street, Suite 800, Portland, Oregon 97209, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on October 14, 2025. The case is pending in the United States Bankruptcy Court for the District of Delaware and has been assign

III. Role and Purpose of the Official Committee of Unsecured Creditors A. Statutory Authority The formation and powers of the Official Committee of Unsecured Creditors are governed by Sections 1102 and 1103 of the Bankruptcy Code. Under 11 U.S.C. § 1102(a)(1), the United States Trustee is required to appoint a committee of creditors holding unsecured claims "as soon as practicable after the order for relief." The com

IV. Fiduciary Duties of Committee Members A. Duty Runs to All Unsecured Creditors The most fundamental principle governing Committee membership is that each Committee member, when acting in its capacity as a Committee member, owes fiduciary duties to the entire class of unsecured creditors — not merely to itself or its own claim. This obligation is well-established in the case law interpreting the Bankruptcy Code and

V. Potential Conflicts Between Meridian's Individual Interests and Committee Duties A. Identifying Conflict Areas Given Meridian's multifaceted position in the Cascadia case, several specific areas of potential conflict between Meridian's individual interests and its fiduciary obligations as a Committee member are foreseeable. It is important that Meridian's representatives understand these potential conflicts so tha

Section 503(b)(9) Administrative Priority Claim. Meridian's $1,847,200.00 administrative expense claim under § 503(b)(9) affords Meridian priority over general unsecured claims for the value of goods received by the debtor in the twenty days preceding the petition date. This creates a structural tension because administrative claims dilute the estate's assets available for distribution to general unsecured creditors.

VI. Information-Sharing Limitations A. Confidential Committee Information In the course of its activities, the Committee will receive substantial non-public, confidential information from the debtor and its advisors. This information is likely to include, among other things: • Detailed business plans, strategic alternatives analyses, and operational forecasts; • Financial projections, including revenue, EBITDA, and c

1. Designate a Committee Representative. Designate Priya Anand as Meridian's primary Committee representative. Ms. Anand should be fully aware of the information barrier obligations and should be the sole recipient (along with any designated alternate) of Committee-related communications, meeting materials, and confidential information.

2. Maintain Separate Files. Maintain separate physical and electronic files or folders for all Committee-related materials. These files should be clearly marked as "CONFIDENTIAL — COMMITTEE MATERIALS" and should not be stored in shared drives or repositories accessible to Briarstone Capital Partners personnel.

3. Restrict Email Forwarding. Do not forward Committee-related emails, documents, analyses, or other materials to Briarstone Capital Partners personnel, including Ms. Marchetti, or to any other person not authorized to receive such materials.

4. Consult Before Sharing. Before sharing any information with Briarstone or any other third party, consult with Calderwood & Harkness LLP to confirm whether the information is subject to Committee-level confidentiality restrictions or whether it was obtained independently through Meridian's individual counsel relationship.

5. Document the Information Barrier. Prepare and distribute a written information barrier memorandum to all affected Meridian and Briarstone personnel, describing the restrictions, the rationale, and the consequences of non-compliance. Calderwood & Harkness LLP can assist in preparing this memorandum.

VII. Right to Retain Individual Counsel A. Distinction Between Committee Counsel and Individual Counsel As discussed in Sections II.D and III above, Committee counsel — Garvey & Holbrook LLP, led by Diana Prescott — and the Committee's financial advisor — Broadleaf Advisory Group LLC, led by Robert Tanaka — serve the Committee as a whole. They represent the collective interests of the unsecured creditor class and owe

VIII. Individual Actions vs. Committee Actions A. Actions the Committee Takes Collectively The Committee acts as a body, and its formal actions are taken collectively. Individual members do not have the authority to act in the Committee's name or to bind the Committee to positions unless authorized by a vote of the Committee. The following categories of actions are taken by the Committee as a collective body: • Takin

IX. Practical Recommendations and Action Items A. Immediate Steps Based on the foregoing analysis, we recommend that Meridian take the following immediate steps:

1. Designate Committee Representatives. Designate Priya Anand as Meridian's primary Committee representative and Douglas Hargrove as the alternate representative. These designations should be communicated to Committee counsel promptly.

2. Notify Committee Counsel of Individual Counsel Relationship. Notify Committee counsel, Diana Prescott at Garvey & Holbrook LLP, that Meridian is represented individually in this case by Calderwood & Harkness LLP (Colette Whitman, Nathaniel Bower, Nathan Ikeda, Gabrielle Moss). This disclosure is standard practice and ensures that Committee counsel understands the dual representation structure.

3. Execute Confidentiality Agreement. Execute any confidentiality agreement or confidentiality protocol required by the Committee in connection with the receipt of confidential Committee information. Calderwood & Harkness LLP should review the confidentiality agreement before it is executed to ensure that its terms are reasonable and consistent with Meridian's individual rights.

4. Establish Information Barrier Protocols. Establish internal information barrier protocols between Meridian personnel who participate in Committee activities and Briarstone Capital Partners personnel. Communicate the restrictions clearly to Elena Marchetti and all other Briarstone team members who may interact with Meridian on matters related to the Cascadia case. Calderwood & Harkness LLP will prepare a formal inf

1. Attend Committee Meetings. Attend all Committee meetings and review all Committee materials — including agendas, minutes, financial analyses, and legal memoranda — in a timely manner. Active and informed participation is essential to fulfilling the duty