Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Coexistence Agreement. 1.1 "Action" means the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT 2.1 Appointment. MCB and Brindoval hereby jointly appoint Dralvecen National Bank to serve as Escrow Agent under this Agreement, and Dralvecen National Bank hereby accepts such appointment and agrees to act as Escrow Agent, in each case upon and subject to the terms and conditions set forth herein. The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in acc

ARTICLE 3 — DEPOSIT OF ESCROW FUNDS 3.1 Deposit. Brindoval shall deposit, or cause to be deposited, the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) into the Escrow Account by wire transfer of immediately available funds in United States dollars no later than the Deposit Deadline (i.e., ten (10) business days after the Effective Date of this Agreement, which the Parties acknowledge shall be

ARTICLE 4 — INVESTMENT AND CUSTODY OF ESCROW FUNDS 4.1 Investment. The Escrow Agent shall hold the Escrow Funds in an interest-bearing deposit account or money market deposit account at Dralvecen National Bank. The Escrow Agent shall not be required to invest or reinvest the Escrow Funds in any other instrument, fund, or security absent joint written instructions from both MCB and Brindoval directing such alternative

ARTICLE 5 — RELEASE OF ESCROW FUNDS 5.1 Release to MCB. Upon the Escrow Agent's receipt of written confirmation that the Release Condition has been satisfied — that is, upon the Escrow Agent's receipt of written certification, in the form and manner described in Section 5.2 below, that the United States District Court for the Southern District of New York has entered the Order of Dismissal with Prejudice in the Actio

ARTICLE 6 — RETURN OF ESCROW FUNDS; DISPUTES 6.1 Disputes Regarding Release. In the event that the Escrow Agent receives conflicting, inconsistent, or ambiguous instructions from MCB and Brindoval regarding the release or disposition of the Escrow Funds, or in the event that the Escrow Agent has reasonable doubt or uncertainty as to its duties or obligations under this Agreement with respect to the Escrow Funds, the

ARTICLE 7 — ESCROW AGENT'S RIGHTS, DUTIES, AND LIMITATIONS 7.1 Standard of Care. The Escrow Agent shall act in good faith and shall exercise reasonable care in performing its duties and obligations under this Agreement. The Escrow Agent's duties are limited to those expressly set forth in this Agreement, and the Escrow Agent shall have no implied duties or obligations whatsoever. The Escrow Agent shall not be deemed

ARTICLE 8 — ESCROW FEES AND EXPENSES 8.1 Escrow Fee. The Escrow Agent's fee for its services under this Agreement shall be as set forth in the Escrow Agent's standard fee schedule, a copy of which has been provided to MCB and Brindoval prior to the execution of this Agreement. Such fee shall be borne equally by MCB and Brindoval, each paying fifty percent (50%) of the total escrow fee. The Parties acknowledge that th

ARTICLE 9 — INDEMNIFICATION 9.1 Indemnification of Escrow Agent. MCB and Brindoval, jointly and severally, hereby agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, co

ARTICLE 10 — TERMINATION 10.1 Termination Upon Release. This Agreement shall automatically terminate, without the requirement of any further action by any Party, upon the complete disbursement of the Escrow Funds (including all accrued interest and earnings) in accordance with Article 5 or Article 6 hereof, and the Escrow Agent's completion and satisfaction of all obligations hereunder, including the delivery of all

ARTICLE 11 — NOTICES 11.1 Addresses for Notices. All notices, requests, demands, instructions, consents, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or transmitted by electronic mail (with confirmation of receipt req

ARTICLE 12 — GENERAL PROVISIONS 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Pa