Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("Meridian," "MCB," or the "Client"), a Delaware limited liability company with its principal place of business at 410 West 34th Street, 18th Floor, New York, NY 10001. The Firm has been retained to represent Meridian in connection with a false-advertising and unfair-competi

2. Scope of Representation The Firm is engaged to represent Meridian in pursuing litigation and related proceedings against Apex arising from Apex's nationwide comparative advertising campaign known as "The PuraClear Truth," which was launched on or about June 2, 2025. As the Client is aware, that campaign makes false and misleading superiority claims about Apex's "PuraClear" acne-treatment product line relative to M

3. Engagement Team The following attorneys and professional staff have been assigned to this matter: Linda Osei — Responsible Partner, Litigation (General). Ms. Osei will serve as the partner with overall supervisory responsibility for the engagement. Ms. Osei is a member of the Firm's Litigation Department and has extensive experience in complex commercial litigation, advertising disputes, and Lanham Act actions. Sh

4. Fees and Billing Rates The Firm will bill for services rendered in connection with this engagement on an hourly basis at the Firm's standard rates for 2025, which are as follows: These rates are effective as of January 1, 2025. The Firm's standard rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' advan

5. Expenses and Disbursements In addition to the professional fees described in Section 4 above, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following: (a) Court filing fees and service of process costs, including fees charged by

6. Billing and Payment Terms The Firm will submit detailed monthly invoices to the Client for all professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of time charges by timekeeper, a description of services rendered, and an itemization of disbursements. The Firm's invoices will be transmitted electronically in PDF format unless the Client requests an a

7. Retainer No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer in the future if, in the Firm's reasonable judgment, the scope, pace, complexity, or anticipated costs of the matter warrant such a deposit. In the event a retainer is requested, the Firm will provide the Client with at least thirty (30) days' written notice specifying the amount of th

8. Conflict Check and Clearance The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (specifically Rules 1.7 and 1.10). Based on the information provided by the Client as of the date of this letter, the Firm has identified no conflicts of interest that would preclude the Firm's representation of Meridian Consumer Brands LLC in

9. Client Responsibilities The success of the representation depends in significant part on the Client's active cooperation and engagement. Accordingly, the Client agrees to the following: (a) Cooperation and Access. The Client will cooperate fully with the Firm and provide timely access to all documents, data, information, witnesses, and personnel reasonably necessary for the Firm to perform its obligations under th

10. Confidentiality and Privilege All communications between the Firm and the Client made in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm recognizes the critical importance of confidentiality to the attorney-client relationship and is committed to safeguarding all information

11. Document Retention Upon conclusion of the engagement, whether through completion of the matter, termination of the engagement, or otherwise, the Firm will return to the Client all original documents provided by the Client to the Firm in connection with this matter. The Firm may retain copies of such documents, as well as copies of its own work product and internal file materials, in accordance with the Firm's sta

12. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the following conditions: (a) Firm's Professional Obligations. Any termination by the Firm will be subject to the Firm's obligations under the applicable rules of professional conduct, including Rule 1.16 of the New York Rules of Professional Conduct. If litigation is pending befo

13. Limitation of Liability The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this matter. This limitation of liability shall apply to the fullest ex

14. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client, including any dispute regarding

15. No Guarantee of Outcome The Client acknowledges that the Firm has made no promises, assurances, or guarantees regarding the outcome of this matter, including but not limited to the likelihood of obtaining injunctive relief, the amount of damages or other monetary recovery that may be achieved, the duration of the litigation, or the total cost of the engagement. While the Firm will use its best professional effort

16. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof. It supersedes all prior and contemporaneous discussions, negotiations, proposals, correspondence, and agreements, whether oral or written, between the parties relating to the Firm's engagement by the Client in connection with this matter. This engagement l

17. Acceptance and Execution If the foregoing terms and conditions accurately reflect our mutual understanding regarding the Firm's engagement by Meridian Consumer Brands LLC, please indicate your acceptance and agreement by signing and dating this letter in the space provided below and returning a fully executed copy to my attention at Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022,