Contract analysis

1. Introduction and Engagement Confirmation Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company ("MCB" or the "Company"), as outside legal counsel in connection with the matter described herein. We are grateful that MCB has selected our Firm, and we are enthusiastic about the opportunity to represent the Company in

2. Scope of Representation C&H will represent MCB as tenant's counsel in connection with the negotiation, drafting, review, and execution of a long-term commercial lease (the "Lease") for approximately 285,000 square feet of warehouse and distribution space, together with approximately 12,500 square feet of finished office and mezzanine space, totaling approximately 297,500 rentable square feet, located at Building 4

3. Engagement Team The following attorneys will comprise the engagement team for this matter: Angela Fontaine — Partner, Real Estate Practice Group; Responsible Partner. Ms. Fontaine will have overall supervisory responsibility for the engagement and will serve as the primary senior point of contact for MCB. Ms. Fontaine brings over twenty years of experience representing institutional and corporate tenants in comple

4. Fees 4.1 Hourly Rates Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the assigned members of the engagement team: Rates for paralegals and other support staff, if utilized on this matter, will be communicated to MCB in advance. Such rates are typically in the range of $275.00 to $375.00 per hour, depending on the in

5. Disbursements and Expenses In addition to professional fees for legal services, MCB will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by C&H in connection with the performance of services under this engagement. Such disbursements and expenses may include, without limitation, the following: (a) Filing fees and recording charges; (b) Overnight courier, express

6. Billing and Payment C&H will issue invoices to MCB on a monthly basis for all fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered, organized by timekeeper, reflecting the date of service, a description of the work performed, the hours billed, and the applicable hourly rate, together with an itemization of all disbursements and expenses incur

7. Client Identification and Conflicts The client in this engagement is Meridian Consumer Brands LLC. For the avoidance of doubt, neither Meridian Holdings Inc. nor Halcyon Ridge Capital Partners, LP is a client of the Firm in connection with this matter. C&H acknowledges that MCB is a portfolio company of Halcyon Ridge and that Meridian Holdings Inc. will serve as a guarantor under the Lease; however, the attorney-c

8. Confidentiality All information and materials provided by MCB to C&H in connection with this engagement, whether oral, written, or in electronic form, will be treated as confidential by the Firm and its attorneys, staff, and agents. C&H will not disclose such information to any third party without MCB's prior consent, except to the extent required by applicable law, the rules of professional conduct governing C&H'

9. Document Retention Following the conclusion of this engagement, whether by completion of the transaction, termination by either party, or otherwise, C&H will retain the client files relating to this matter in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years from the date of file closure. At the expiratio

10. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that MCB elects to terminate the engagement, MCB will remain responsible for payment of all fees and disbursements incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter. In the event that C&H e

11. Governing Law This Letter and the attorney-client relationship established hereby shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction.

12. No Guarantee of Outcome MCB acknowledges and understands that C&H's engagement hereunder does not constitute a guarantee or assurance of any particular outcome or result. The Lease negotiation is inherently a bilateral process, subject to the mutual agreement of the parties and influenced by market conditions, the Landlord's requirements and negotiating posture, and other factors beyond C&H's control. While C&H w

13. Agreement and Counterparts We ask that MCB confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a fully executed copy to C&H at the address set forth above. This Letter may be executed in one or more counterparts, including by electronic signature (such as Brightwater Software or Ashford He