Contract analysis

From: Naomi Petersen <npetersen@calderwoodharkness.com> To: David Soo <dsoo@caldwellpruitt.com> Cc: Andrew Fitzpatrick <afitzpatrick@calderwoodharkness.com> Date: Fri, 09 Dec 2022 03:47:00 -0000 Subject: Meridian / Briarwood — Proposed Dates for Negotiation Call re Outstanding APA Issues

Hope you're doing well. It's been a few weeks since our November 18 call, and I wanted to reach out to get something on the calendar so we can continue working through the remaining open items on the transaction. I know schedules get tight this time of year, but it would be great to reconnect before the holidays if possible.

With that in mind, I wanted to propose a few options during the next two weeks. Any of the following would work on our end:

- Tuesday, December 13 at 2:00 PM EST - Thursday, December 15 at 10:00 AM EST - Monday, December 19 at 3:00 PM EST - Wednesday, December 21 at 11:00 AM EST

We're happy to work around your team's availability if none of these work. Ideally the call would include the deal teams from both sides, and we'd suggest having Diana Ressler join from the Meridian side. Please let us know if it makes sense to include Janet Tsao or Malcolm Greer on the Briarwood side as well.

In terms of agenda, I'd propose we cover the following:

- **Inventory Valuation:** The outstanding $2.5M variance between Briarwood's book value ($14.3M) and the NRV ($11.8M) determined by Whitfield Ames LLP. As you'll recall, Andrew raised this in his October 21 email and we touched on it briefly on the November 18 call but didn't reach resolution. We're still awaiting the supporting documentation for Briarwood's valuation methodology that was requested in Andrew's earli

Hoping we can find a time that works and keep the momentum going into the new year. Let me know what works best on your end.

Naomi Petersen Associate Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 T: (212) 558-4270 E: npetersen@calderwoodharkness.com Matter No. 1011-00005