Contract analysis

1. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Expense" means an allowed administrative expense under 11 U.S.C. § 503(b)(1)(A) entitled to priority of payment under 11 U.S.C. § 507(a)(2). "Agreement" means this Post-Petition Trade Terms Letter Agreement, including all exhibits and schedules attached hereto, as may be amended or modified from time

2. SCOPE OF AGREEMENT 2.1 Governing Scope. This Agreement governs all post-petition sales and shipments of Goods from Meridian to Cascadia commencing on the Effective Date and continuing until termination of this Agreement in accordance with Section 10 hereof. All transactions between the parties for the purchase and sale of Goods on and after the Effective Date shall be subject to and governed by the terms and condi

3. PURCHASE ORDERS 3.1 Submission of Purchase Orders. The Buyer shall submit Purchase Orders to Meridian in writing (including by electronic transmission) specifying, at a minimum, the following information: (a) the product SKU numbers and descriptions for the Goods ordered; (b) the quantities ordered for each SKU; (c) the requested delivery date(s); (d) the ship-to location(s), which may include up to three hundred

4. PAYMENT TERMS 4.1 Net 30 Payment Terms. All Post-Petition Invoices shall be payable net thirty (30) days from the date of the applicable invoice (the "Due Date"). Payment in full of each Post-Petition Invoice is due on or before the applicable Due Date. For the avoidance of doubt, the pre-petition trade terms between the parties — which provided for payment on a Net 60 basis with a two percent (2%) early payment d

5. ADMINISTRATIVE EXPENSE PRIORITY 5.1 Administrative Expense Status. The Buyer acknowledges and agrees that all Post-Petition Obligations arising under this Agreement shall constitute allowed administrative expenses of the Buyer's estate under 11 U.S.C. § 503(b)(1)(A), entitled to priority of payment under 11 U.S.C. § 507(a)(2). The Buyer shall not contest, object to, or challenge the allowance or priority of any Po

6. SHIPPING, DELIVERY, AND RISK OF LOSS 6.1 Shipping Terms. All Goods shall be shipped FOB shipping point (Meridian's manufacturing facilities or distribution centers, as applicable), unless the parties expressly agree to different shipping terms in the applicable Purchase Order. Freight and shipping costs shall be borne by the Buyer and shall be invoiced separately or included in the applicable Post-Petition Invoice

7. PRESERVATION OF PRE-PETITION CLAIMS AND RIGHTS 7.1 No Waiver of Pre-Petition Claims. Nothing in this Agreement shall constitute, or shall be deemed or construed to constitute, a waiver, release, modification, reduction, compromise, or satisfaction of any of Meridian's Pre-Petition Claims, in whole or in part. Meridian expressly reserves, and the Buyer acknowledges and agrees that Meridian retains, all of its Pre-P

8. REPRESENTATIONS AND WARRANTIES 8.1 Representations and Warranties by the Buyer. The Buyer hereby represents and warrants to Meridian as of the Effective Date, and shall be deemed to repeat such representations and warranties as of the date of each Purchase Order submitted hereunder, as follows: (a) The Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware, and is a debt

9. DEFAULT AND REMEDIES 9.1 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement: (a) Payment Default. The Buyer fails to pay any Post-Petition Invoice in full within five (5) business days after its Due Date (that is, a Post-Petition Invoice remains unpaid for more than five (5) business days past the Net 30 Due Date established under Section 4.

10. TERM AND TERMINATION 10.1 Term. This Agreement shall become effective on the Effective Date and shall remain in effect until the earliest to occur of the following: (a) the effective date of a confirmed plan of reorganization in the Bankruptcy Case; (b) the consummation (i.e., the closing) of a sale of substantially all of the Buyer's assets pursuant to 11 U.S.C. § 363; (c) conversion of the Bankruptcy Case to a

11. INDEMNIFICATION The Buyer shall indemnify, defend, and hold harmless Meridian and its affiliates (including without limitation Briarstone Capital Partners Fund IV, LP, the indirect majority equity holder of Meridian), and each of their respective officers, directors, managers, members, partners, employees, agents, and representatives (collectively, the "Indemnified Parties"), from and against any and all losses,

12. MISCELLANEOUS PROVISIONS 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the Bankruptcy Code and, to the extent not preempted thereby, the laws of the State of Delaware, without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction. 12.2 Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over an