Contract analysis

I. Purpose of This Letter The purpose of this letter is to present for Meridian Consumer Brands LLC's ("MCB" or the "Company") review and approval the final negotiated terms of the Trademark Coexistence Agreement (the "Agreement" or "Coexistence Agreement") between MCB and Brindoval Home Goods Inc. ("Brindoval"). The terms summarized herein reflect the culmination of extensive arm's-length negotiations that commenced

II. Procedural Background For context, we briefly recap the procedural trajectory of this matter. On September 26, 2022, C&H transmitted a cease-and-desist letter on MCB's behalf to Brindoval, demanding that Brindoval discontinue all use of the mark MERIDIAN FRESH in connection with household cleaning products and withdraw its then-pending trademark application. Brindoval, through its counsel at Halverson McKay & Pru

III. Summary of Final Agreement Terms Set forth below is a section-by-section summary of the material terms of the Coexistence Agreement as currently drafted. We have endeavored to identify the key business and legal implications of each provision. The enclosed near-final draft should be reviewed in its entirety, as this summary is provided for convenience and does not purport to capture every detail of the Agreement

I. Liquidated Damages (Agreement §9) To ensure compliance with the channel restrictions and product-category restrictions set forth in the Agreement, Section 9.2 provides for liquidated damages of Five Hundred Thousand Dollars ($500,000) per occurrence of a breach of the channel restrictions (Agreement §4) or the product-category restrictions (Agreement §5), in addition to any actual damages MCB may prove. The liquid

IV. Dismissal and TTAB Withdrawal Mechanics Upon execution of both the Coexistence Agreement and the Escrow Agreement, C&H will promptly prepare and coordinate the filing of the following documents:

1. Joint Stipulation of Dismissal with Prejudice. C&H will prepare a Joint Stipulation of Dismissal with Prejudice for filing in the S.D.N.Y. action, Case No. 1:22-cv-09483. The stipulation will be signed by the undersigned, Alan Ngo, on behalf of MCB, and by Gregory T. Halverson of Halverson McKay & Pruitt LLP on behalf of Brindoval. The stipulation will provide that each party shall bear its own costs and attorneys

2. Proposed Order of Dismissal with Prejudice. C&H will submit a Proposed Order of Dismissal with Prejudice for Judge Albright's signature, in the form customarily accepted by her chambers. We have reviewed the individual practices for Judge Albright's chambers and are prepared to submit the proposed order in the required format.

3. Withdrawal of Notice of Opposition with Consent. Upon Brindoval's filing of its amended trademark application as described in Section III(H) above, C&H will file a Withdrawal of Notice of Opposition with Consent at the TTAB (Opposition No. 91/278,415), thereby terminating the opposition proceeding and permitting Brindoval's amended application to proceed. The Court's entry of the Order of Dismissal with Prejudice

V. Financial Summary and Net Recovery Analysis The following table summarizes the financial terms of the settlement and the total costs incurred by MCB in connection with this matter. Settlement Payment to MCB: $1,350,000 Total Matter Costs Incurred by MCB (Estimated Through Conclusion of Matter): Net Monetary Recovery: $1,350,000 (Settlement Payment) − $721,590 (Total Matter Costs) = $628,410 Importantly, the value

VI. Recommendation Based on our thorough analysis of the Agreement's terms, the litigation posture, the costs and risks of continued litigation, and the substantial prospective brand-protection value of the settlement, Calderwood & Harkness recommends that MCB approve the final terms and authorize execution of the Coexistence Agreement. The Agreement achieves MCB's principal objectives in this matter:

1. Monetary Compensation. The $1,350,000 Settlement Payment provides meaningful compensation for Brindoval's infringement and yields a positive net recovery of $628,410 after accounting for all matter costs.

2. Effective Containment. The mark modification, channel restrictions, and product-category restrictions collectively confine Brindoval's use of any MERIDIAN-incorporating mark to a narrow, carefully circumscribed scope — limited to household cleaning products, sold only through Brindoval's own retail stores and e-commerce platform, under a mark that prominently features the Brindoval house name.

3. Elimination of Confusing Trade Dress. The permanent discontinuation of the teal-and-white color scheme and wave device eliminates the packaging elements that posed the greatest risk of consumer confusion at the point of sale.

4. Protection of Core Registrations. The non-challenge covenant eliminates the risk of future challenges to MCB's three foundational trademark registrations.

5. Enforceable Compliance Mechanisms. The liquidated-damages provision and quality-monitoring rights provide MCB with robust tools to ensure Brindoval's ongoing compliance with the terms of the Agreement. We also wish to note the risks associated with continued litigation. While MCB's overall position is strong, the Court's decision at the PI stage not to enjoin Brindoval's use of the word mark "MERIDIAN FRESH" pendi

VII. Request for Authorization We respectfully request that you confirm MCB's authorization to finalize and execute the Coexistence Agreement on the terms summarized herein. Specifically, we request the following:

1. Confirmation of authorization for C&H to proceed with execution of the Coexistence Agreement and the concurrent Escrow Agreement.

2. Designation of MCB's signatory. We suggest that you, Thomas R. Hennessy, in your capacity as General Counsel of MCB, serve as the signatory on behalf of MCB. Please confirm whether this is acceptable or advise if an alternative signatory is preferred.

3. Internal consultation. We recommend that Sandra Kwan (Chief Executive Officer) and Rachel Dominguez (Vice President, Brand Management) be consulted as appropriate in connection with this authorization. Additionally, given the brand-protection implications of this matter for the broader portfolio investment, you may wish to inform Waypoint Capital Partners LLC (James Alderton, Managing Partner) of the settlement te