Contract analysis

1. Purpose and Scope of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement as outside legal counsel to Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Client"), in connection with the proposed carve-out divestiture of Meridian's PureGlow personal-care product line (the "PureGlow Business") to Lakebridge Home & Personal Care, Inc., an

1. Transaction Structuring and Documentation. Structuring and documenting the carve-out transaction, including the preparation, review, revision, and negotiation of the Asset Purchase Agreement (the "APA") and all ancillary transaction documents. The anticipated ancillary agreements and closing deliverables include the following: (a) Transition Services Agreement (the "TSA"), governing the provision of transitional s

2. Negotiation with Buyer's Counsel. Negotiation of the APA and all ancillary agreements with Lakebridge's outside legal counsel, Oakridge Phelps LLP, based in Cleveland, Ohio, including the exchange of drafts, the resolution of open legal issues, and the management of the overall negotiation timeline.

3. Advisor Coordination. Coordination with Meridian's financial advisor, Whitfield Barrow & Co. LLC, and Meridian's accounting and tax advisor, Graymoor & Keene LLP, as needed in connection with the transaction, including with respect to financial modeling, valuation, net working capital methodology, tax structuring, and purchase price allocation.

4. Regulatory and Consent Analysis. Advice on regulatory and consent requirements applicable to the transaction, including: (i) analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and whether a pre-merger notification filing is required given the size of the transaction and the size of the parties; (ii) identification of and assistance with obtaining

5. Virtual Data Room Management. Management of the seller's side of the virtual data room (the "VDR") hosted on the Thackeray Solutions platform, including the organization, indexing, and uploading of documents responsive to Lakebridge's due diligence request list, monitoring and tracking of Buyer access to the VDR, and coordination with Meridian's internal teams responsible for assembling diligence materials.

6. Closing Mechanics and Post-Closing Matters. Preparation and coordination of the closing mechanics, including the preparation and maintenance of a comprehensive closing checklist, coordination of signature pages and closing deliverables, preparation of closing memoranda, and management of the closing process (whether conducted in person or via electronic exchange). Post-closing, C&H will advise Meridian in connecti

7. General M&A Counsel. Provision of general mergers and acquisitions legal counsel to Meridian throughout the transaction, from the date of this engagement letter through signing of the definitive agreements, closing, and any post-closing adjustment process, including advice on deal structure, risk allocation, indemnification provisions, representations and warranties, conditions to closing, termination provisions,

2. Client Identification The Client for purposes of this engagement is Meridian Consumer Brands LLC, EIN 83-2947156, a Delaware limited liability company. C&H does not represent, and will not represent in connection with this transaction, any other person or entity, including without limitation: Hargrove Capital Partners LP; Hargrove Capital Partners Fund IV LP; Hargrove Capital GenPar IV LLC; any individual member o

3. Engagement Team The Firm has assembled a dedicated team of experienced attorneys to work on this engagement. The members of the core engagement team, and their respective roles, are as follows: 3.1 Responsible Partner James Prentice, Partner, Mergers & Acquisitions Group, will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Prentice will be the primary point of cont

4. Fee Arrangement 4.1 Hourly Billing C&H will bill the Client for professional services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard hourly rates. The current standard hourly rates applicable to the members of the core engagement team are as follows: Rates for other attorneys or legal professionals who may work on the matter from time to time (including specialis

5. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard internal procedures, including a search of the Firm's conflicts database using the names of all known parties, affiliates, principals, and counterparties to the proposed transaction. Based on the information currently available to the Firm, C&H has not identified any conflict of interest or potential conflict of interest

6. Confidentiality All information provided by the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the State of New York and other applicable jurisdictions. The Firm will take reasonable measures to safeguard the confidentialit

7. Document Retention C&H will maintain all files related to this engagement, including correspondence, drafts, memoranda, agreements, research, and other work product, in accordance with the Firm's standard document retention policies. The Firm's retention policies generally provide for the maintenance of engagement files for a period of ten (10) years following the conclusion of the engagement, after which time the

8. Termination Either the Client or C&H may terminate this engagement at any time upon written notice to the other party. Any such termination will be subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid prejudice to the Client's interests upon withdrawal from the representation, such as providing reasonable notice, allowing t

9. Governing Law; Dispute Resolution This engagement letter, and the relationship between C&H and the Client arising out of or in connection with this engagement, will 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, claim, or controversy arising out of or relating to this engagement letter, the services provided hereund

10. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising out of or related to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, will not exceed the total amount of profe

11. No Guarantee of Outcome While C&H will use its best professional efforts on behalf of the Client in connection with the PureGlow carve-out divestiture, the Firm cannot and does not guarantee any particular outcome or result. The successful negotiation, execution, and closing of the proposed transaction depend on numerous factors beyond the Firm's control, including the actions and decisions of the Buyer and its a

12. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes any and all prior or contemporaneous oral or written communications, proposals, representations, or understandings relating to the subject matter hereof. No provision of this engagement letter may be amended, modified, supplemented, or waive

13. Acceptance and Countersignature Please confirm your agreement to the terms set forth in this engagement letter by signing and returning a copy to the undersigned at your earliest convenience. A countersigned copy may be returned by hand delivery, U.S. mail, email (in PDF format), or facsimile. Upon receipt of your executed counterpart, the Firm will open the matter file and commence work on the engagement. We are