Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Client"), to serve as buyer's counsel in connection with the proposed acquisition by Meridian of certain consumer product line assets — specifically, the "CleanLeaf" and "PureHaven" branded product lines

2. Scope of Representation C&H will represent Meridian as buyer's counsel in all legal aspects of the proposed acquisition of the Product Lines from Briarwood, including but not limited to the following matters: 2.1 Due Diligence. The Firm will coordinate and conduct the legal review of due diligence materials provided by Briarwood and its counsel, Caldwell, Pruitt & Shaw LLP, and any other advisors to Briarwood. Thi

3. Engagement Team / Staffing The Firm will staff this engagement with the following professionals, each of whom is a member of the Firm's Mergers & Acquisitions Group: Responsible Partner: Sandra Tung, Partner. Ms. Tung will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for Meridian in connection with this matter. Ms. Tung has extensive experience advis

4. Fees and Billing Arrangements 4.1 Hourly Rates. This representation will be performed on an hourly basis at the Firm's standard rates then in effect for the professionals assigned to this engagement. The current standard hourly rates (effective January 1, 2022) for the engagement team are as follows: 4.2 Rate Adjustments. The foregoing rates are subject to periodic adjustment, typically on an annual basis effectiv

5. Expenses and Disbursements The Client will be responsible for all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this representation. Such disbursements may include, without limitation: (a) filing fees (including, if applicable, HSR Act filing fees); (b) courier, messenger, and overnight delivery charges; (c) travel expenses, including airfare, lodging, ground transport

6. Client Identity and Affiliated Entities For purposes of this engagement, the "Client" is Meridian Consumer Brands LLC (EIN: 83-2947106), a Delaware limited liability company with its principal offices at 440 Park Avenue South, 18th Floor, New York, NY 10016. C&H is not engaged to represent, and does not represent, any affiliate, subsidiary, member, manager, officer, director, employee, or other individual associat

7. Conflicts of Interest 7.1 Current Conflicts. C&H has conducted a comprehensive conflicts check in accordance with the Firm's standard conflicts clearance procedures (completed June 8, 2022) and confirms that, as of the date of this Engagement Letter, no conflict of interest exists that would preclude the Firm from undertaking this representation under the New York Rules of Professional Conduct. 7.2 General Waiver

8. Confidentiality and Privilege C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement in accordance with applicable law, the New York Rules of Professional Conduct, and the Firm's internal policies regarding the safeguarding of client confidences and secrets. All such information will be used by the Firm solely for the purpose of providing legal services i

9. Document Retention Upon the conclusion of this engagement, whether by completion of the Transaction, termination, or otherwise, C&H will retain the files and records associated with this engagement in accordance with the Firm's standard document retention policies, which are available for review upon request. The Firm's document retention policies generally provide for the retention of engagement files for a perio

10. Limitation of Scope; No Guarantee of Outcome This engagement is limited to the scope of representation described in Section 2 of this Engagement Letter. C&H has not been engaged to provide legal services to Meridian in connection with any other matter, transaction, dispute, or proceeding. Any expansion of the scope of this engagement, or any new engagement of C&H by Meridian, must be agreed upon in writing by C&H

11. Termination of Engagement 11.1 Termination by Either Party. Either party may terminate this engagement at any time upon written notice to the other party. No reason need be stated for any such termination. 11.2 Fees and Expenses Upon Termination. Upon termination of this engagement, the Client will remain responsible for all fees for professional services rendered and all expenses and disbursements incurred by th

12. Governing Law and Dispute Resolution 12.1 Governing Law. This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would require the application of the laws of any other jurisdiction. 12.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, the Firm's se

13. Entire Agreement; Amendments This Engagement Letter, together with any enclosures or attachments referenced herein, constitutes the entire agreement between C&H and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the engagement described herein. No a

14. Acceptance and Counterparts We respectfully request that the Client indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative of Meridian sign and return a copy of this letter to our attention. A signed copy may be returned by email (in PDF format) to stung@calderwoodharkness.com or by mail to the address set forth in the letterhead above. This