Contract analysis

I. Introduction and Purpose We write on behalf of our client, Meridian Consumer Brands LLC ("MCB"), in connection with the ongoing negotiation of a lease for approximately 297,500 rentable square feet — comprising approximately 285,000 square feet of warehouse and distribution space and approximately 12,500 square feet of finished office and mezzanine space — at Building 4, Cranbury Commerce Center, located at 200 Pr

II. Background — The Revised Site Plan On September 14, 2022, Stonebridge provided MCB with the Revised Site Plan for Building 4, reflecting substantial changes to the Premises' configuration, site layout, and building specifications. These changes were disclosed without prior notice to MCB or to this firm, and were not contemplated by the LOI or any prior draft of the lease. It is MCB's understanding, based on infor

III. Summary of Adverse Impacts on Building 4 MCB and its logistics, engineering, and supply chain consultants have conducted a preliminary review of the Revised Site Plan. That review has identified the following material adverse impacts on Building 4, each of which is discussed below. A. Reduction in Warehouse/Distribution Space Under the original site plan and building specifications upon which the LOI and all pri

IV. Impact on Negotiated Lease Economics The lease economics negotiated in the LOI and reflected in the draft lease documents exchanged between the parties were predicated entirely on the original site plan and the original approximately 297,500 square feet of rentable area. The material reduction in building size, capacity, and functionality described above requires a comprehensive reexamination of all economic term

V. MCB's Position — Inability to Proceed Under Current Revised Configuration Based on the foregoing, MCB wishes to state clearly and unequivocally that MCB cannot proceed to lease execution under the currently proposed Revised Site Plan configuration. The revised configuration fails to meet MCB's minimum operational requirements in at least two critical respects: dock-high loading doors (42 required versus 38 availab

VI. Required Deliverables Before Negotiations Can Resume In order for MCB to reassess the operational viability of Building 4 under the revised configuration and to determine whether a basis exists for resuming lease negotiations, MCB respectfully requests that Stonebridge provide the following deliverables: A. Final Civil Engineering Drawings MCB requests final civil engineering drawings for Building 4, including wi

VII. LOI Status and Timeline As noted above, the original LOI (LOI-2022-CCC-B4) provided for an exclusivity period and lease execution deadline of September 30, 2022. That deadline has now passed. By mutual written agreement of the parties, the LOI expiration has been extended to November 15, 2022. MCB desires to proceed expeditiously if a viable path forward can be identified. MCB has no interest in unnecessary dela

VIII. Reservation of Rights / No Waiver MCB expressly states that nothing in this letter, nor MCB's continued engagement in discussions with Stonebridge or its representatives, shall be deemed a waiver of any of MCB's rights, claims, or remedies, whether arising under the LOI, at law, or in equity. MCB expressly reserves all of its rights, including without limitation the right to terminate negotiations and pursue al

IX. Request for Prompt Response We respectfully request that you confirm receipt of this letter at your earliest convenience and communicate Stonebridge's anticipated timeline for delivering the materials and information described in Section VI above. MCB and its advisors — including this firm, MCB's logistics consultants, and MCB's engineering team — remain available to discuss these matters with you and your client