Contract analysis

1. Purpose of Engagement and Retention Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Meridian Consumer Brands LLC ("MCB"), a Delaware limited liability company headquartered at 450 Park Avenue South, 14th Floor, New York, New York 10016, hereby retains Lakeshore Brand Consulting LLC ("Lakeshore") as an expert consulting and testifying expert in connection with a trademark infringement dispu

2. MCB's Trademark Portfolio For purposes of this engagement, the relevant trademarks owned by MCB include the following federally registered marks:

1. U.S. Registration No. 4,218,506 — MERIDIAN (standard character mark), registered on the Principal Register on August 14, 2012, for goods in International Class 3: cleaning preparations, namely, all-purpose cleaners, glass cleaners, disinfecting sprays, and floor cleaners. MCB's predecessor-in-interest first used the MERIDIAN mark in commerce in approximately 2011. This registration has been renewed and all require

2. U.S. Registration No. 5,034,771 — MERIDIAN CLEAN (standard character mark), registered on the Principal Register on October 18, 2016, for goods in International Class 3: cleaning preparations, namely, all-purpose cleaners, glass cleaners, disinfecting sprays, and floor cleaners. All required post-registration maintenance filings have been timely submitted.

3. U.S. Registration No. 5,589,320 — MERIDIAN (stylized logo incorporating a wave device), registered on the Principal Register on July 10, 2018, for goods in International Class 3: cleaning preparations, namely, all-purpose cleaners, glass cleaners, disinfecting sprays, and floor cleaners. The stylized mark features the word MERIDIAN in a contemporary sans-serif typeface with a flowing wave element integrated into t

3. Scope of Engagement Lakeshore's engagement encompasses three principal workstreams, each of which is described in detail below. 3.1 Consumer Confusion Survey Lakeshore shall design, conduct, administer, analyze, and prepare a comprehensive written report on a consumer confusion survey, employing a Squirt-design or modified Eveready protocol, as Dr. Furman deems most appropriate given the circumstances of the case

4. Responsible Attorney and Engagement Team The following individuals at C&H and MCB will serve as the engagement team and points of contact for this matter: Calderwood & Harkness LLP: Alan Ngo, Partner, intellectual Property Group — Mr. Ngo is the responsible partner on this engagement and shall serve as the primary point of contact for Lakeshore on all substantive and strategic matters relating to the engagement. A

5. Compensation and Fee Arrangement In consideration of the services to be rendered by Lakeshore under this engagement, C&H agrees to compensate Lakeshore as follows: The total engagement fee for the services described in Section 3 of this letter shall be Eighty-Seven Thousand Five Hundred Dollars ($87,500.00) (the "Engagement Fee"). The Engagement Fee is a flat, all-inclusive fee that covers all professional service

6. Confidentiality Obligations All information, documents, data, materials, and communications provided to Lakeshore by C&H, MCB, or any other party in connection with this engagement (collectively, "Confidential Information") are confidential and proprietary. Confidential Information includes, without limitation, MCB's financial data, sales figures, pricing information, marketing strategies, brand equity research, i

7. Privilege and Work-Product Protections All communications between C&H and Lakeshore in connection with this engagement, including oral and written communications, electronic mail, memoranda, notes, and other correspondence, are made at the direction of counsel, in anticipation of litigation, and for the purpose of assisting counsel in the rendition of legal services to MCB. Such communications are protected by the

8. Independence and Objectivity Lakeshore represents and warrants that it has no financial interest, whether direct or indirect, in MCB, Brindoval Home Goods Inc., Waypoint Capital Partners LLC, or any parent, subsidiary, affiliate, officer, director, or partner of any of the foregoing entities. Lakeshore further represents that neither Lakeshore nor Dr. Furman has any personal, professional, or financial relationshi

9. Document Retention and Return Upon the conclusion of this engagement — whether by completion, expiration, or termination — or upon C&H's earlier written request, Lakeshore shall promptly return to C&H, or at C&H's election destroy, all Confidential Information and all copies thereof in Lakeshore's possession, custody, or control, including all documents, data, electronic files, physical materials (including produc

10. Term and Termination This engagement shall be effective as of October 5, 2022, upon the execution of this engagement letter by both parties, and shall continue until the completion of the services described herein, unless earlier terminated in accordance with this Section 10. Either party may terminate this engagement upon fifteen (15) calendar days' prior written notice to the other party. Such notice shall be d

11. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter that is not resolved by the parties through good-faith negotiation shal

12. Acceptance If the foregoing terms are acceptable to you, please countersign this letter in the space provided below and return one executed copy to me at your earliest convenience, but in no event later than October 10, 2022. Upon your countersignature, this letter shall constitute the binding agreement between Calderwood & Harkness LLP and Lakeshore Brand Consulting LLC with respect to the engagement described h