Contract analysis

I. Executive Summary This memorandum analyzes the non-binding Letter of Intent dated June 22, 2022, bearing reference number LOI-2022-CCC-B4 (the "LOI"), executed by Kevin Driscoll on behalf of Meridian Consumer Brands LLC ("MCB" or "Tenant") and by Rebecca Hartwell, Senior Vice President of Leasing, on behalf of Stonebridge Industrial Realty Trust, LP ("Stonebridge" or "Landlord"). The purpose of this memorandum is

II. Background and Transaction Overview A. The Parties Tenant. Meridian Consumer Brands LLC ("MCB") is a Delaware limited liability company with its principal executive offices located at 450 Park Avenue, 18th Floor, New York, New York 10022. MCB is a manufacturer and distributor of shelf-stable consumer packaged goods, including snack foods, condiments, and specialty beverages, sold through mass-market retail, club,

III. Summary of Key Economic Terms in the LOI A. Lease Term The LOI provides for an initial lease term of ten (10) years. The commencement date of the lease (the "Commencement Date") is defined as the later of (a) the date of substantial completion of the Landlord's work (as described in Section III.G below) or (b) January 1, 2023 (the "Target Commencement Date"). We note that the LOI does not include a definition of

I. Early Termination Option The LOI grants MCB the right to terminate the lease after Year 7 of the initial term, subject to the following conditions: • Notice. MCB must provide eighteen (18) months' prior written notice of its election to terminate. • Early Termination Fee. MCB must pay an early termination fee equal to the sum of: (a) the unamortized portion of the TI Allowance; (b) the unamortized portion of broke

IV. Binding Provisions of the LOI Although the LOI is expressly non-binding with respect to the principal lease terms summarized in Section III above, three specific provisions of the LOI are designated as binding and enforceable obligations of the parties. These binding provisions are discussed below. A. Confidentiality Both MCB and Stonebridge have agreed to maintain the confidentiality of all terms and conditions

V. Open Issues Not Addressed or Insufficiently Addressed in the LOI — Recommended Negotiation Positions The LOI, while providing a solid framework for the principal economic terms of the transaction, leaves numerous critical lease provisions unaddressed or addressed only in summary fashion. This section identifies the most significant open issues and presents our recommended negotiation positions for each. We invite

I. Insurance Requirements The LOI does not specify the insurance requirements for either party. Insurance provisions are a standard and important component of any commercial lease and must be addressed comprehensively in the definitive lease agreement. Recommendation. We recommend that the lease include the following insurance requirements: Tenant's Insurance: All policies should be issued by insurance carriers rated